half-year business report
Transcription
half-year business report
HALF-YEAR BUSINESS REPORT 24 Rue de l'Université, 75007 Paris CONTENT 03 MESSAGE TO THE SHAREHOLDERS FONCIÈRE DE PARIS 04 06 GOVERNANCE AND SHAREHOLDING KEY FIGURES 2 08 10 18 A RENTAL PORTFOLIO OF €2.4 bn HALF-YEAR FINANCIAL REPORT CONSOLIDATED FINANCIAL STATEMENTS Message to the shareholders Foncière de Paris has fulfilled major steps between 2012 and 2015! It first achieved a successful takeover bid over Foncière Paris France – since then absorbed- abandoned its credit loan status to adopt the SIIC status, changed names and at last in May of this year merged with Foncière des 6ème et 7ème Arrondissements de Paris (SIIC). From now on, Foncière de Paris is a full part real-estate company, holding an operating lease portfolio which sprung from €0.3m in 2012 to €2.4bn today. At the same time, the number of shares passed from 4.3 million in 2012 to 6.6 million in 2014 and 10.3 million since May 2015. Meanwhile the dividend reflected the Company’s development and progressed from €5.15 per share in 2012 to €6.10 per share in 2014. Alongside the share’s liquidity increased. In the future, strongly settled on a 90% property portfolio located in Paris, your Company will pursue its strategy based on investing in property assets located in Paris and meant to be refurbished. As evidence the EADS Building project, located boulevard de Montmorency in Paris 16th, the Penthemont building complex, located rue de Bellechasse in Paris 7th of which the refurbishments should start soon and last two years. The half-year business report presented hereafter is the first one of the new merged Group – Foncière de Paris – Foncière des 6ème et 7ème Arrondissements de Paris. We thank you for your trust and assure you of our energy to pursue what represent the trademark of your Company since 30 years: consistent growth of the Group’s distribution and steady increase in its property portfolio value. HALF-YEAR BUSINESS REPORT • 06 • 2015 3 SOPHIE BEUVADEN, Chairwoman of the Supervisory Board FRANÇOIS THOMAZEAU, Chairman of the Executive Board Governance THE EXECUTIVE BOARD The Company is managed by an Executive Board, under the control of the Supervisory Board. FRANÇOIS THOMAZEAU Chairman of the Executive Board OLIVIER RICHÉ Managing Director 45-47 Saint Dominique 75007 Paris ARNAUD POMEL Managing Director Since 2010, the Company has adopted the Corporate Governance Code for Smallcaps and Midcaps, published by MiddleNext in December 2009, as the set of standards for the Company’s corporate governance policy. Therefore, pursuant to the Act dated July 3rd, 2008 transposing community directive 2006-46-CE of June 14th, 2006, the MiddleNext Code is the one to which the Supervisory Board refers to. The Company applies all the recommendations of this Code. FONCIÈRE DE PARIS 4 Shareholding MAIN SHAREHOLDERS AUDIT COMMITTEE As of June 30th, 2015 FANNY PALLINCOURT 29.73% Chairwoman CYRIL LE TOUZE 23.52% Groupe Covéa 27.91% in 2014 Free float 25.90% in 2014 22.70% 11.50% Groupe Allianz 17.19% in 2014 Groupe ACM 10% in 2014 5.79% 5.48% La Tricogne 8.77% in 2014 Groupe Le Conservateur 7.07% in 2014 BRUNO SERVANT MICHEL DUFIEF SUPERVISORY BOARD COMPENSATION COMMITTEE SOPHIE BEUVADEN Chairwoman CYRIL LE TOUZE PETER ETZENBACH Chairman Vice-President PETER ETZENBACH PHILIPPE BLAVIER 1.28% PHILIPPE BLAVIER Member Treasury shares 3.16% in 2014 JEAN-PAUL DUMONT Member LUC GUINEFORT Member TATIANA NOURISSAT Member Member, represented by Fanny PALLINCOURT STATUTORY AUDITORS ASSURANCES DU CREDIT MUTUEL VIE SAINT-HONORÉ SEREG ALLIANZ VIE Member, represented by Pascale BONNET LE CONSERVATEUR Member, represented by Cyril LE TOUZE GMF ASSURANCES Member, represented by Olvier LE BORGNE There are no double voting rights, and the articles of association contain no restrictions on the exercise voting rights and on share transfers. To the Company’s knowledge, there is no shareholder’s agreement and there are no concerted actions among shareholders. Mandat Term expires: 2020 TUILLET ASSOCIÉS Deputy member MAZARS MICHEL DUFIEF Member, represented by Cornel WIDMER There are no other securities that give access to the capital of the Company, except 663,302 OSRAs which are potentially redeemable into 852,514 shares by redemption from 2017 on. Accredited member, represented by Denis VAN STRIEN registered member of the Compagnie Régionale de Paris 64, rue Henri Regnault, 92400 COURBEVOIE accredited member, represented by Odile COULAUD registered member of the Compagnie Régionale de Paris ZURICH VERSICHERUNGS GESELLSCHAFT On June 30th, 2015, the equity capital stands at €154,426,125 divided into 10,295,075 shares with a par value of €15 each. 140, rue du Faubourg Saint-Honoré, 75008 PARIS GENERALI FRANCE ASSURANCES VIE Member, represented by Bruno SERVANT CHANGE IN THE CAPITAL AND SHAREHOLDING Censor Mandat term expires: 2020 JEAN-MARIE SOUBRIER FRANCK BOYER Censor Deputy member HALF-YEAR BUSINESS REPORT • 06 • 2015 On June 30th 2015, the free-float increased and reached up to 25% of the capital, representing approximatively 300 million euros. The number of shareholders passed from 1,470 to 2,620 between December 31st 2014 and June 30th 2015. The merger between Foncière de Paris and Foncière des 6ème et 7ème Arrondissements de Paris should improve even more the stock’s liquidity. 5 Key figures MARKET CAPITALISATION (IN €M) €1,150.0m €781.8m €318.1m €365.2m End 2005 End 2010 March 2015 30/06/2015 REAL-ESTATE PORTFOLIO OF INVESTMENT PROPERTIES (IN €M) €2,393m €1,225m €1,307m 2013 2014 €287m 2012 H1 2015 NAV (Net Asset Value per share, in €) €124.9 €118.7 €111.2 31/12/2013 FONCIÈRE DE PARIS €112.8 30/06/2014 31/12/2014 30/06/2015 6 TOTAL DIVIDEND PER SHARE Since 1985, the Company has always paid a stable or increasing dividend. 5,50 € 6,00 € 6,10 € 3,00 € An additional exceptional div idend of €1,20 f or 2007 f inancial y ear. 0,00 € 1985 1990 1995 2000 2005 2010 2014 DEBT COST (%) 2.61% 2.51% 2014 H1 2015 DEBT MATURITY (IN YEARS) 3.4 2014 3.2 H1 2015 LOAN TO VALUE* (%) 44% 2014 45% H1 2015 * Ratio = debt / resat at ed port folio 5 Rue de Dunkerque, 75010 Paris HALF-YEAR BUSINESS REPORT • 06 • 2015 7 PROPERTY PORTFOLIO 407,895 sq.m €2,393 m Total Surface area Total Appraisal Value Paris - Boulogne-Billancourt & Levallois Area (sq.m ) 8-10, rue Saint-Fiacre 75002 Paris 80, rue Bonaparte - 23, rue Madame 75006 Paris 4, rue Danton 75006 Paris 92, rue de Vaugirard 75006 Paris 83, bd du Montparanasse 75006 Paris 3, avenue Octave Gréard - 15-19, avenue de Suffren 75007 Paris 37-39, rue de Bellechasse - 104, rue de Grenelle 75007 Paris 136 bis, rue de Grenelle 75007 Paris 138 bis, rue de Grenelle 75007 Paris 24-26, rue Saint-Dominique 75007 Paris 41-43, rue Saint-Dominique 75007 Paris 45-47, et 49-51, rue saint-Dominique 75007 Paris 26-28, rue des Saints-Pères 75007 Paris 76 bis, rue des Saints-Pères 75007 Paris 24, rue de l'Université 75007 Paris 209, rue de l'Université 75007 Paris 18, rue de Bourgogne 75007 Paris 18-20, rue Treilhard 75008 Paris 52, rue de Dunkerque 75009 Paris 3, rue Moncey 75009 Paris 5, rue de Dunkerque 75010 Paris 158-162, rue du Faubourg Saint-Martin 75010 Paris 210, quai Jemmapes 75010 Paris 8, cité Paradis 75010 Paris 27, rue des Petites Écuries - 75010 Paris 21-23, boulevard Jules Ferry 75011 Paris 8, rue de la Croix Jarry - 5-7, 11-13, rue Watt 75013 Paris 19-29, rue Leblanc 75015 Paris 23, rue Linois 75015 Paris 82-84, rue de la Procession 75015 Paris 9-11, rue Robert de Flers 75015 Paris 91, boulevard Exelmans 75016 Paris 37, boulevard de Montmorency 75016 Paris 247 à 255, boulevard Pereire 75017 Paris 31, rue Pouchet 75017 Paris 139, boulevard Ney 75018 Paris 56, boulevard Rochechouard 75018 Paris 16, rue des Fillettes 75018 Paris 28, avenue de Flandre - 4, rue de Soissons 75019 Paris 216-218, avenue Jean Jaurès 75019 Paris 68, quai de la Seine 75019 Paris 249, rue de Crimée 75019 Paris 54-56 avenue du Général Leclerc 92100 Boulogne-Billancourt 114-116, route de la Reine 92100 Boulogne-Billancourt 44-46, rue de Sèvres 92100 Boulogne-Billancourt 738, rue Yves Kermen 92100 Boulogne-Billancourt 41-43, rue Louise Michel 92300 Levallois-Perret Offices Retail premises Hotel Hotel Offices Offices Offices Offices Offices Offices Offices Offices Offices Offices Offices Offices Residential property Offices Offices Offices Youth Hostel Offices Offices Offices Offices Offices Offices Offices Offices Offices Offices Offices Offices Offices Offices Offices Retail premises Industrial premises Offices Offices Hotel Offices Offices Hotel Offices Offices Offices and retail premises Sub total / PARIS - BOULOGNE-BILLANCOURT & LEVALLOIS-PERRET 252 425 sq.m APPRAISAL VALUE FONCIÈRE DE PARIS 2 840 800 3 800 4 300 1 800 9 200 12 500 2 200 700 8 000 5 000 12 000 10 000 140 2 200 1 300 2 000 5 470 1 700 1 840 4 425 9 120 10 010 2 200 3 810 1 880 30 460 5 930 5 525 940 5 720 1 240 14 080 8 265 900 3 725 2 160 1 810 15 685 6 270 6 470 5 500 3 810 5 500 2 060 4 040 3 100 € 2 063 898 307 8 Paris Region Area (sq.m ) 250, route de l'Empereur 92500 Rueil-Malmaison 21 rue du Port 92000 Nanterre 10-14,rue de Vincennes 93100 Montreuil 34, rue Gaston Lauriau 93100 Montreuil 278-290, rue de Rosny 93100 Montreuil 72-74 avenue Gambetta 93170 Bagnolet 12-16, rue André Campra 93200 Saint-Denis 15-19, rue Jean-Philippe Rameau 93200 Saint-Denis 29, rue Emile Cordon 93400 Saint-Ouen 100-106, rue du Landy 93400 Saint-Ouen 140, avenue Jean Lolive 93500 Pantin 209 à 217, avenue de la République 93800 Epinay-sur-Seine 41, avenue le Corbusier 94000 Créteil 8-10, rue des Lances 94310 Orly 2, avenue du Groupe Manouchian 94400 Vitry-sur-Seine 140-146, rue Léon Geffroy 94400 Vitry-sur-Seine 4 rue Jean Mermoz - 91080 Courcouronnes Evry 52, rue du Maréchal de Lattre de Tassigny 91100 Corbeil-Essonnes 281-283, boulevard John Kennedy 91100 Corbeil-Essonnes 30, avenue Carnot - 91300 Massy-Palaiseau 55 route de Longjumeau 91380 Chilly-Mazarin Route de Gisy (Bâtiments 9, 15 et 26) 91570 Bièvres 16-18, rue Ambroise Croizat 95100 Argenteuil 3, allée Hector Berlioz 95130 Franconville-la-Garenne 9 bis, rue de l'Isle Adam 95540 Méry-sur-Oise 14, rue des Frères Caudron 78140 Vélizy 7 bis, avenue Roger Hennequin 78190 Trappes 12, rue Yvan Tourgueneff 78380 Bougival 4, rue de la Mare Blanche 77186 Noisiel Roissy Charles de Gaulle 77990 Le Mesnil-Amelot Gas station Data center Offices Industrial premises Offices Industrial premises Recording studios Offices Industrial premises Industrial premises Offices Industrial premises and Offices Offices Industrial premises Offices Offices Industrial premises and Offices Industrial and retail premises Offices Offices Offices Offices Industrial premises and Offices Offices Chateauform' Offices Industrial premises and Offices Holiday Inn Offices Radisson Blu 2 610 3 800 11 560 5 175 3 200 5 130 16 370 14 550 2 760 2 370 6 190 7 930 2 980 2 465 3 870 1 510 3 550 810 3 900 1 900 10 060 4 435 8 920 1 805 70 (rooms) 3 650 3 870 219 (rooms) 9 330 240 (rooms) Sub total Inner suburbs APPRAISAL VALUE 100 730 sq.m € 202 114 270 Sub total Outer suburbs APPRAISAL VALUE 43 970 sq.m € 97 064 270 Sub total Paris Region 144 700 sq.m APPRAISAL VALUE € 299 485 309 Restaurants Area La Rotonde de Ledoux - 6-8, place de la Bataille de Stalingrad 75019 Paris 68, quai de la Seine 75019 Paris Léon de Bruxelles Servon Léon de Bruxelles Trappes Léon de Bruxelles Montlhéry Léon de Bruxelles Villenave Léon de Bruxelles Tours Léon de Bruxelles St Etienne Léon de Bruxelles Reims Léon de Bruxelles Nancy Courtepaille Nanterre Courtepaille Pessac Courtepaille Nancy Courtepaille Rouen Tablapizza Clermont Hippopotamus Lorient 20, rue du Château d'Isenghien 59160 Lomme 1, rue du Père Heude 95200 Sarcelles 5 rue Camille Blanc 78240 Chambourcy Restaurant Restaurant Restaurant Restaurant Restaurant Restaurant Restaurant Restaurant Restaurant Restaurant Restaurant Restaurant Restaurant Restaurant Restaurant Restaurant Restaurant Restaurant Restaurant 1 020 500 450 450 650 670 750 650 700 500 550 670 700 700 700 520 300 290 Total Restaurants 10 770 sq.m APPRAISAL VALUE € 29 491 540 TOTAL S URFACE 407 895 sq.m TOTAL APPRAIS AL VALUE HALF-YEAR BUSINESS REPORT • 06 • 2015 € 2 392 875 156 9 Half- On May 12th 2015, Foncière de Paris SIIC merged with Foncière des 6ème et 7ème Arrondissements de Paris, with a retroactive tax and accounting effect at January 1st, 2015 (Social accounts). year In the presented consolidated statements according to IFRS standards, the effective date of merger is April 1st, 2015 (closing date the closest to the Merger’s General Meeting) and not January 1st, 2015. financial report Therefore, the income statement of this half-year 2015 is not comparable to the former year because it only represents a three-month business period for Foncière des 6ème et 7ème Arrondissements de Paris. In order to make a possible comparison, a pro-forma consolidated financial statement comprising Foncière des 6ème et 7ème Arrondissements de Paris business activities since January 1st, 2015, is presented in §5 of the consolidated appendix. as of June 30th, 2015 This point being set, the consolidated turnover of the halfyear 2015 amounts to €68.6m, divided up as follows: > Rental business : €45.3m > Hotel business: €14.3m > Credit-leasing business: €9.0m The consolidated pro-forma turnover amounts to €79.8m for the first half-year 2015 compared to €161.8m for 2014, based on pro-forma data as well. Rental business The consolidated rental income from the investment properties amounts to €45.3m for the first half-year, amount that cannot be compared with the former halfyear reports because the rental income coming from Foncière des 6ème et 7ème Arrondissements de Paris, was only accounted for from April 1st, 2015 on. The pro forma consolidated rental income calculated on the total semester and for the merged group, (integrating the two companies Foncière de Paris SIIC and Foncière des 6ème et 7ème Arrondissements de Paris since January 1st, 2015), amounts to €53.6m (taking into account the disposals carried out since the beginning of the year) and to compare with €112.5m for 2014, in pro-forma data as well. Since the beginning of the year 2015, the Company has had a very active period with renting or re-renting nearly 33,000sq.m representing a potential €16m of annual rental income, mainly: “Le Coruscant” building located in Saint-Denis (14.550 sq.m) let to SNCF Group for a 10 year term of which 9 are fixed, starting end 2015; Beginning of the year, the occupancy of the future building complex “Penthemont” located 37-39, rue de Bellechasse and 104, rue de Grenelle in Paris 7th (12,500sq.m.) was secured by signing an agreement, before completion, with Yves Saint-Laurent. This agreement is subject to suspensive conditions, among which those related to building permits and authorisations, which are still to be obtained ; FONCIÈRE DE PARIS 10 A franchise agreement was signed with Marriott Hotel Group with the aim of building a 5* hotel in the remainder surface areas of the Penthemont Building complex; Over 1,900 sq.m were let in a building “Le Campra” located in Saint-Denis, bringing the occupancy rate of this asset to 100%; A surface area of 1,050sq.m. recently renovated in a building located 251, boulevard Pereire in Paris 17th, was let for a 6 year term by Robert Walters PLC Company; 1,000 sq.m were let in the “Biopark” building located in Paris 13th. On June 30th, 2015, excluding buildings undergoing refurbishment, the occupancy rate of the property portfolio amounts to 96.9% on consolidated appraised values, versus 95.1% on December 31st, 2014. The occupancy rate of the buildings “in Paris” stands at 98%. Le Coruscant 15-19 rue Jean-Philippe Rameau Saint-Denis 93200 Acquisitions under negotiation During the first six months, Foncière de Paris SIIC initiated two new acquisitions for an amount of €53m: The company acquired the land on which the Holiday Inn Paris Saint-Germain-des-prés (134 rooms, 4 star-hotel) is. For the record, the residual term of the construction lease was only of approximatively 30 years. This acquisition gives the full ownership of a high quality asset ; Beginning July 2015, an acquisition agreement was signed for the acquisition as full ownership of a building complex located 127-129, rue de l’Université in Paris 7th, totalling 2,300 sq.m of office surface, 700 sq.m of apartment space and 300 parking places of almost 9,400 sq.m, entirely let. Disposals During the first half-year of 2015, three buildings were sold for a total amount of €97m, at higher values than those published in NAV on December 31st, 2014, generating a total consolidated capital gain of €22.3m. These sales concern « RUEIL 250 », located 250, route de l’Empereur in Rueil-Malmaison (27,255 sq.m), a building located 76-80, avenue du Général Leclerc in Paris 14th(1,500 sq.m) and also one located 4, rue de Lasteyrie in Paris 16th (1,300sq.m). The rents generated by these three buildings for a full year represented €6.2 m. Appraisals and NAV On June 30th, 2015, the portfolio of Foncière de Paris SIIC is composed of 93 buildings representing approximatively 407,000 sq.m. of which 89% are located in Paris, Boulogne-Billancourt and Levallois-Perret, and 11% in other Paris area. On the basis of the mid-year appraisals of June 30th 2015, the total value of the assets’ portfolio amounts to €2,932.9m in liquidation value (excluding transfer duties), showing €290.0 m of unrealised capital gains on the net consolidated booked property values and €2,509.2 of replacement value (including transfer duties). Calculated under EPRA recommendations, the triple net revalued asset stands at €124.42 per share on June 30th, 2015 compared to €118.35 on December 31st, 2014, up 5.1% over six months. For the record, NAV calculated with the traditional method used by the Company was at €124.85 per share on June 30th, 2015, compared to €118.69 on December 31st, 2014, up 5.2%.The net revalued asset including transfer duties stands at €135.27 per share on June 30th, 2015, compared to €128.25 on December 31st, 2014. On the diluted basis of 663,302 OSRA 2010 existing on June 30th, 2015, the number of shares Foncière de Paris SIIC is of 11,162,979 securities including treasury shares and of 10,982,850 securities excluding treasury shares. HALF-YEAR BUSINESS REPORT • 06 • 2015 11 NAV CALCULATED EXCLUDING TRANSFER DUTIES PER SHARE 31/12/2014 30/06/2015 Consolidated shareholders' equity (see note 2.14 in the appendix to the consolidated financial statements) 565 509 986 139 Unrealised capital gains on properties and hotels (see notes 2.2.3 and 2.3.3 in the appendix to the consolidated financial statements) 198 739 289 939 Unrealised capital gains on financial leasing Tax liabilities on financial leasing Treasury shares OSRA 2010 48 700 -16 767 18 466 72 908 40 800 -14 047 17 941 72 908 (IN THOUSANDS OF EUROS) NAV excluding transfer duties Number of diluted shares (including treasury shares) NAV excluding transfer duties per share 887 555 1 393 680 7 477 931 11 162 979 € 118.69 € 124.85 NAV EPRA CALCULATED PER SHARE 31/12/2014 887 555 5 834 -18 466 874 923 7 268 356 120,37 € (IN THOUSANDS OF EUROS) NAV excluding transfer duties Cancellation of financial instruments fair value Cancellation of treasury shares NAV EPRA Number of diluted shares (excluding treasury shares) NAV EPRA per share 30/06/2015 1 393 680 2 298 -17 941 1 378 037 10 982 850 125,47 € The NAV EPRA using the triple net method is based on the assumption that business would keep on (ongoing value). NAV EPRA USING THE TRIPLE NET METHOD PER SHARE 31/12/2014 874 923 -5 834 -8 900 860 189 7 268 356 118,35 € (IN THOUSANDS OF EUROS) NAV EPRA Financial intruments market valuation Fixed-rate debt market valuation ANR EPRA triple net Number of diluted shares (excluding treasury shares) NAV EPRA using the triple net m ethod per share 30/06/2015 1 378 037 -2 298 -9 299 1 366 440 10 982 850 124,42 € The NAV EPRA using the triple net method is based on the assumption that business would cease (liquidative value). FONCIÈRE DE PARIS 12 49-51, rue Saint-Dominique 75007 Paris HALF-YEAR BUSINESS REPORT • 06 • 2015 13 Hotel business The revenue generated by the Group’s Hotel activity has sharply increased at €14.3m on June 30th, 2015, not comparable to the first half-year of 2014, due to the integration of the two hotels managed by Foncière des 6ème et 7ème Arrondissements de Paris. The hotel business results (before amortisation and depreciation) stand at €4.1m for the first six months of 2015. The credit-leasing business Now managed to extinction, the consolidated creditleasing outstandings continue to decline and stand at €361.1m on June 30th, 2015. Shareholding The income from the equity affiliates amounts to -€1.5m on June 30th, 2015. It concurs with the value adjustment recorded on its interest in PHRV which holdings’ level passed from 31.1% to 94.4%. The dividends and net security gains amount to €5.5m for the first half-year of 2015, reflecting mainly the dividend from the Eurosic participation (7.5% of the capital). Half-year financial results – as of June 30th, 2015 The Company’s net profit at June 30th, 2015 is of €54.5m. This result was at €41.1 m at December 31st, 2014 and at €23.8m at June 30th, 2014. After several consolidation adjustments, mainly due to dividends received from subsidiaries (net adjustment is at -€7.1m) and to the merger with Foncière des 6ème et 7ème Arrondissements de Paris (negative impact of €6.5m linked to the date of legal effect of the merger on April 1st 2015 in the consolidated income statement, partial adjustment of an extraordinary merger surplus registered in the financial statements and of the merger costs accounted for as expenses), the net consolidated profit attributable to the equity holders of the parent company amounts to €40.9m at June 30th 2015 (not directly comparable to the net profit of €11.6m on June 30th, 2014) The pro-forma net consolidated income statement comes to €43.5m as of June 30th, 2015, to be compared with a proforma net consolidated income statement of €48.5m for the full year 2014 (see document E.15-018 § 4 p47). On June 30th, 2015, the recurring EPRA income (also called “EPRA earnings”) ie the current cash flow (ie excluding earnings from property disposal) amounts to €33.6m, representing €3.27 per share. On a pro-forma basis, this indicator amounts to €3.75 per share at June 30th, 2015, versus €6.83 per share in 2014. The global consolidated cash flow (including income from property disposal) amounts to €54.4m that is €5.28 per share on June 30th, 2015. FONCIÈRE DE PARIS 14 CALCULATION OF THE RECURRING EPRA EARNINGS 31/12/2014 31/12/2014 30/06/2015 30/06/2015 EPRA earnings EPRA earnings per share (12 months) 51.9 €7.84 (12 months pro forma) 70.3 €6.83 (6 months pro forma) 38.6 €3.75 (6 months) 33.6 €3.27 Total cash flow Total cash flow per share 67.1 €10.13 77.7 €7.55 59.3 €5.76 54.4 €5.28 (IN THOUSANDS OF EUROS) Shareholder’s equity The absorption-merger of Foncière des 6ème et 7ème Arrondissements de Paris resulted in a capital increase of €54,988,200 by issuing 3,665,880 new shares with a nominal value of €15 allocated to the shareholders of Foncière des 6ème et 7ème Arrondissements de Paris. This operation revealed an extraordinary merger bonus of €9,825,029 and a merger premium of €351,740,259 of which costs, duties and reserves were levied resulting from the merger. The consolidated shareholders’ equity Group share, including net income, amounts now to €986.1m on June 30th, 2015, compared to €565.5m on December 31st, 2014. To this amount are added €290.0m of unrealised capital gains on investment properties and €72.9m of further equity based on OSRAs. Thus the revalued amount of the equity and quasiequity capital amounts to €1,349.0m on June 30th, 2015. Financial debts The net consolidated financial liabilities amount to €1,457.5m at June 30th, 2015, versus €1,039.1m at December 31st, 2014. On June 30th, 2015 cash and equivalents amount to €22.0m plus €566.8m of undrawn credit lines. The average maturity of the debt stands at 3.2 years at June 30th, 2015. The ratio loan-to-value (LTV) is at 45% at June 30th, 2015, stable compared to December 31st, 2014. During the first-half of the year, the Company purchased €570m in swaps at an average rate of 1%, mainly with a deferred-start and maturity end set 2022 and €150m of caps for an average strike of 0.50% and maturity set mid-2021. Therefore the hedging rate of variable loan rates stands at 84% at June 30th, 2015. It still stays very close to 50% mid2021. On June 30th, 2015, the average debt cost of the drawn credit lines by Foncière de Paris SIIC amounts to 2.28% (including hedging instrument costs, and the costs of €72.9m OSRAs at 6.5% of former Foncière Paris France), compared to 2.39% on December 31st, 2014. Description of principal risks and uncertainties The elements liable to represent significant effect on the financial situation and performance of the company are noted in “Corporate governance and internal control” of the Reference Document of December 31st, 2014 (see p.71 and following). The management’s assessments on the nature and the level of risks have not changed during the first six months of 2015. The Company considers that there has been no evolution on the risk factors this semester. 45-47 Saint Dominique 75007 Paris HALF-YEAR BUSINESS REPORT • 06 • 2015 15 « … the Company’s strategy is to keep on investing in property assets located in Paris and meant to be refurbished... » Principle transactions between related parties No transactions between related parties have had significant impact on the financial situation or the financial statements during the first six months of 2015. Information concerning transactions between related parties is recorded at §1-5 of the appendix to the consolidated financial statements if it represents a significant influence and/or its omission has an effect on the accuracy of the interim financial statements. Shareholders’ structure The absorption-merger of Foncière des 6ème et 7ème Arrondissements de Paris, approved by the General Meetings held on May 12th, 2015, resulted in a capital increase of € 54,988,200 by issuing 3,665,880 new shares with a nominal value of €15 allocated to the shareholders of Foncière des 6ème et 7ème Arrondissements de Paris. The free allocation of 2,700 shares of Foncière Paris France in 2013, prompted on May 18th, 2015, the issuance of 3,438 new shares with par value €15 by Foncière de Paris SIIC according to the merger treaty with Foncière Paris France. The capital increase of €51,570 was realised through a transfer from the merger bonus account. Thus the equity capital amounts to €154,426,125 divided in 10,295,075 shares with a par value of €15 each. On June 30th, 2015, there were 663,302 OSRAs, potentially redeemable into 852,786 shares regarding their current breakdown. There are no other securities that give access to the capital of the Company. There are no double-voting rights, and the articles of association contain no restrictions on the exercise of voting rights and on share transfers. To the Company’s knowledge, there are no shareholders’ agreements and there is no concerted action among shareholders. The shareholders’ structure has evolved during the first half-year 2015 as a result of the merger with Foncière des 6ème et 7ème Arrondissements de Paris that occurred on May 12th, 2015: Generali Group, through Generali Vie Company, has disclosed crossing below the threshold by 5% of the capital and voting rights of the Company and has only 3.95% of the capital and voting rights after this operation (notified AMF n° 215C0674). Allianz Group, through Allianz Vie Company, has declared exceeding threshold by 10% of the capital and voting rights of the Company, that Allianz IARD company has crossed below the threshold by 10% of the capital and voting rights of the Company and therefore Allianz Group has exceeded the threshold by 20% of the capital and voting rights of the Company and holds now 22.71% of the capital and voting rights of the Company, after this operation (notified AMF n° 215C0664). Allianz Group established a statement of intent concerning the exceeding threshold. Covea Group declared that the GMF Vie company exceeded the threshold by 15% of the capital and voting rights of the Company, that MMA Vie company crossed below the threshold by 5% of the capital and voting rights of the Company and therefore Covea Group declares that it has not crossed any thresholds FONCIÈRE DE PARIS 16 and now holds 29.74% of the capital and voting rights of the Company, after this operation (notified AMF n° 215C0688). Covea Group established a statement of intent concerning the crossing of thresholds. ACM Vie Group which held 10% of the capital and voting rights of the Company as of December 31st, 2014, declared on February 11th, 2015, crossing below the threshold by 10% of the capital and voting rights of the Company (notified AMF n° 215C0234), then disclosed on March 10th, 2015, crossing upwards the threshold by 10% of the capital and voting rights of the Company (notified AMF n°215C0317). As support to this second declaration, ACM Vie Group established a statement of intent concerning the crossing of thresholds. After the merger between Foncière de Paris and Foncière des 6ème et 7ème Arrondissements de Paris, the ACM Vie Group declared that ACM Vie SA company had crossed individually over 5% of the capital and voting rights of the Company and therefore ACM Vie Group has not crossed any thresholds and now holds 11.50% of the capital and voting rights of the Company (notified AMF n°215C0704). Therefore, on June 30th, 2015, the shareholders’ structure is as follows: SHAREHOLDERS’ SRUCTURE: 31/12/2014 SHAREHOLDERS Groupe Covéa Groupe Allianz ACM Vie SCI La Tricogne Assurances Mutuelles Le Conservateur Groupe Generali Public Treasury shares Total 30/06/2015 30/06/2015 30/06/2015 30/06/2015 30/06/2015 Capital Shares Capital Vo ting rights OSRA Diluted vo ting rights 27,91% 17,19% 10,00% 8,77% 7,07% 5,66% 20,23% 3,16% 3 060 663 2 336 876 1 183 599 596 158 564 597 406 176 2 014 979 132 027 29,73% 22,70% 11,50% 5,79% 5,48% 3,95% 19,57% 1,28% 30,17% 23,03% 11,67% 5,88% 5,57% 4,00% 19,69% -% 521 948 115 058 26 296 - 33,93% 22,59% 10,76% 5,42% 5,13% 3,69% 18,47% -% 100% 10 295 075 100% 100% 663 302 100% Outlook The Company’s strategy is to keep on investing in property assets located in Paris and meant to be refurbished. As evidence the EADS Building project, located boulevard de Montmorency in Paris 16th, the Penthemont building complex, located rue de Bellechasse in Paris 7th of which the refurbishments should start soon and last two years. The recent merger with Foncière des 6ème et 7ème Arrondissements de Paris strengthens the Company’s profile as real estate company of office buildings in Paris with over €2bn assets located in Paris and a global property portfolio leased at 97%. Except an unforeseen circumstance, Foncière de Paris SIIC should be able to assure in 2016 a dividend equal or superior to the former period, reflecting the trademark of the company since 30 years. The Executive Board 8, rue de la Croix Jarry 75013 Paris HALF-YEAR BUSINESS REPORT • 06 • 2015 17 Consolidated financial statements as of June 30th, 2015 FONCIÈRE DE PARIS 18 Biopark 8 rue de la Croix Jarry Paris 75013 HALF-YEAR BUSINESS REPORT • 06 • 2015 19 CONSOLIDATED BALANCE SHEET AS OF JUNE 30TH, 2015 (IFRS STANDARDS): (IN THOUSANDS OF EUROS) ASSETS INTANGIBLE ASSETS Investm ent properties Hotel operating capital assets Assets for financial leasing Assets for property financial leasing Assets for movable property financial-properties Financial fixed assets Operating fixed assets TANGIBLE ASSETS Securities in asociated undertakings Securities and receivables held to maturity Securities available for sale Interest-rate instruments (caps & sw aps) Deferred tax assets Other receivables OTHER NON-CURRENT ASSETS TOTAL NON-CURRENT ASSETS Properties held for sale Inventories Accounts receivable on investment properties Financial leasing receivables Operating receivables Miscellaneous receivables Securities available for sale Cash and cash equivalents Cash CURRENT ASSETS Notes 30/06/2015 31/12/2014 30/06/2014(1) 2.4 2.2 2.3 2.1 5 839 1 882 954 208 786 361 099 3 646 344 556 12 897 785 2 453 625 3 683 14 92 207 5 943 4 779 742 107 368 2 566 832 11 185 328 36 416 7 542 43 959 13 221 425 21 613 22 038 90 730 5 524 976 462 54 082 425 053 4 433 406 821 13 799 586 1 456 183 96 602 9 84 781 1 248 2 252 9 663 194 555 1 656 262 77 022 129 8 801 3 709 12 510 8 325 1 486 15 944 17 429 115 415 188 1 047 839 51 235 444 307 5 685 425 465 13 157 543 1 543 924 93 879 690 83 572 2 450 2 788 1 542 184 922 1 729 034 88 192 75 15 673 7 262 22 935 23 119 1 610 36 962 38 573 172 893 2 657 562 1 771 678 1 901 927 30/06/2015 31/12/2014 30/06/2014 154 426 790 834 14 050 -17 941 794 725 -1 516 42 395 40 879 986 139 72 908 1 223 702 8 241 8 023 16 380 24 404 2 315 394 4 350 255 873 81 945 342 168 99 386 432 525 12 108 -18 466 438 883 4 415 29 183 33 598 565 509 72 908 871 526 7 082 1 957 11 279 13 236 1 530 261 2 596 184 945 53 875 241 416 99 271 422 953 4 758 -18 741 436 936 1 943 8 890 10 833 533 058 811 1 825 2 636 87 474 935 735 13 819 1 369 13 786 15 155 1 587 876 2 506 221 677 89 868 314 050 2 657 562 1 771 678 1 901 927 2.4 2.5 2.15 2.23 2.7 2.2.3 2.8 2.8 2.9 TOTAL ASSETS LIABILITIES Capital Reserves Transferable reserves Treasury shares Other consolidated reserves Other equity instruments Share in the income of associated undertakings Income to be allocated Income excluding share in the income of associated undertakings Income SHAREHOLDERS' EQUITY GROUP SHARE Minority interest income Minority interest reserves MINORITY INTEREST Bonds redeemable into shares (OSRA) Financial liabilities due in more than one year Interest-rate instruments sw aps Deferred tax liabilities Other debts Miscelleanous debts TOTAL NON-CURRENT LIABILITIES Provisions for contingencies and charges Financial liabilities due in less than one year Miscellaneous debts TOTAL CURRENT LIABILITIES Notes 2.10 2.15 2.23 2.11 2.12 2.10 2.13 TOTAL LIABILITIES 1) From June 30th, 2014, data re-statement to take into account the new retrospective application of IFRIC 21. FONCIÈRE DE PARIS 20 (IN THOUSANDS OF EUROS) OFF-BALANCE-SHEET COMMITMENTS Notes COMMITMENTS GIVEN Funding com m itm ents Commitments in favour of credt institutions Commitments in favour of clients Guarantee com m itm ents Commitments to credit institutions Commitments to clients Com m itm ents for the acquisition of investm ent properties COMMITMENTS RECEIVED Funding com m itm ents Commitments received from credit institutions Guarantee com m itm ents Commitments received from credit institutions Com m itm ents for the sale of investm ent properties 21 31/12/2014 30/06/2014 98 073 95 922 2 151 53 000 24 948 20 700 4 248 - 4 669 4 669 - 566 817 566 817 - 407 939 407 939 88 226 125 899 125 899 - 2.16 2.16 210 Quai de Jemmapes, 75010 Paris HALF-YEAR BUSINESS REPORT • 06 • 2015 30/06/2015 CONSOLIDATED INCOME STATEMENT AS OF JUNE 30TH, 2015 (IFRS STANDARDS) (IN THOUSANDS OF EUROS) 30/06/2014(1) (6 months) Notes 30/06/2015 (6 months) 31/12/2014 (12 months) 94 044 155 421 86 657 Revenue from rental activity Rents Re-invoiced expenses Other revenue and transferred expenses Recoveries of impairments of assets Recoveries of doubtful accounts Recoveries for provisions for contingencies and charges Revenue from credit-leasing Fees, taxes and other revenues Re-invoiced charges Recoveries of provisions and depreciaiton Recoveries of provisions for doubtful accounts Capital gain on sales Other revenue Other operating revenues Hotel operating revenue Other revenue Other recoveries of provisions for contingencies and charges OPERATING EXPENSES 2.17 59 333 45 297 12 587 492 555 286 115 20 180 8 999 7 330 2 311 1 069 50 420 14 532 14 266 266 64 162 99 181 79 390 17 358 1 351 516 566 42 929 21 352 8 825 5 428 4 943 1 196 1 185 13 311 12 545 766 94 405 53 184 39 971 12 207 765 142 99 26 284 11 054 7 706 2 191 3 652 941 742 7 189 6 314 875 58 430 Expenses on rental activity Re-invoiceable expenses Non re-invoiceable expenses Depreciation Depreciation for asset provisions Provisions for contingencies and charges Expenses on doubtful accounts Other expenses Operating expenses on financial leasing Re-invoiceable expenses Non re-invoiceable expenses Provisions for assets Expenses on doubtful accounts Gain/loss on sales Other expenses Other operating expenses Other hotel operating expenses Depreciation and amortisation for the hotel business Other provisions for contingencies and charges General operating expenses Payroll expenses Other administrative expenses Taxes and similar payments Depreciation, amortisation and provisions Other Operating expenses Operating profit Income form sale of investment properties Operating profit after sale of investm ent properties PROFIT/LOSS OF EQUITY AFFILIATES Net debt cost Dividends and net revenue on securities Change in value of derivatives Impact fo discounts Changes in goodw ill value PRE-TAX PROFIT Taxes (including deferred tax) NET PROFIT 2.17 30 851 12 587 4 666 11 138 2 103 308 49 13 862 7 330 95 1 563 1 912 2 332 630 11 477 10 138 1 339 7 973 6 177 613 969 113 101 29 882 22 322 52 204 -1 516 -18 032 5 540 2 424 40 620 259 40 879 49 644 17 358 5 492 21 040 3 694 675 1 386 20 736 8 825 814 239 6 404 4 293 161 9 657 8 588 1 068 14 368 7 939 3 845 1 379 755 450 61 016 6 123 67 140 4 415 -42 047 11 120 -6 138 34 489 -892 33 598 29 440 12 147 3 206 10 458 2 922 285 421 15 033 7 706 591 9 3 149 1 662 1 915 4 871 4 171 699 9 087 5 503 2 138 698 502 246 28 227 1 088 29 315 1 943 -18 599 5 131 -4 936 12 855 -1 211 11 644 33 598 5,24 € 811 10 834 1,69 € 5,34 € 1,84 € ASSETS OPERATNG REVENUE 2.18 2.19 2.19 2.18 2.19 2.20 2.21 2.22 2.23 including minority interest share GROUP SHARE Earnings per share 1.6 40 879 4,94 € Diluted earnings per share 1.6 4,76 € 1) From June 30th, 2014, data re-statement to take into account the new retrospective application of IFRIC 21. FONCIÈRE DE PARIS 22 (IN THOUSAND OF EUROS) STATEMENT OF COMPREHENSIVE INCOME Incom e for the period/financial year Other elements of comprehensive income - Movements on available-f or-sale assets - Movements on rate instruments - Share of the equity af f iliates in the other elements of the comprehensive income Com pre hensive incom e for the pe riod/financial year Including comprehensive income attributable - to shareholders of the parent Company - to minority interest 30/06/2015 31/12/2014 (12 months) 30/06/2014(1) (6 months) 40 879 33 597 11 644 2 052 486 43 417 10 383 3 392 -515 46 858 7 705 -1 283 4 221 22 287 43 417 - 46 858 - 21 476 811 31/12/2014 (12 months) 30/06/2014(1) (6 months) All items in comprehensive income statement may be recognised in profit or loss statement. CASH FLOW STATEMENTS AS OF JUNE 30TH, 2015 (IN THOUSANDS OF EUROS) 30/06/2015 (6 months) PRE-TAX RESULTS 40 620 34 489 12 855 14 140 1 516 -22 322 -2 098 -8 764 55 279 -4 982 -5 972 -9 548 23 851 -4 415 6 138 25 574 77 004 -21 086 -26 680 -8 761 11 886 -1 943 5 788 15 731 40 160 -11 361 -13 536 -2 589 34 777 66 633 -33 656 89 998 122 975 20 477 80 540 -19 330 -62 004 -794 12 674 27 683 -6 980 -73 999 -53 296 -511 55 832 -6 192 -87 526 -1 094 -82 073 -39 813 -78 043 -38 620 53 310 -38 557 121 795 -117 856 14 690 83 238 4 609 7 704 28 848 66 633 55 832 -117 856 17 429 80 540 -87 526 14 690 9 725 27 683 -82 073 83 238 9 725 Cash in hand, central banks, Post Office accunts (assets and liabilities) Accounts (assets and liabilities) and on-demand loans/borrow ing w ith credit institutions CASH AND CASH EQUIVALENTS UPON CLOSURE 17 429 22 038 9 725 17 429 9 725 38 753 Cash in hand, central banks, Post Office accunts (assets and liabilities) Accounts (assets and liabilities) and on-demand loans/borrow ing w ith credit institutions CHANGE IN NET CASH 22 038 4 609 17 429 7 704 38 753 28 848 +/-Net allocations to depreciation and provisions +/- Share of the earnings related to equity affiliates +/- Net loss/Net profit from investment activities +/- Other movements TOTAL OF NON-MONETARY ELEMENTS +/- Flow s related to transactions w ith credit institutions +/- Flow s related to transactions w ith clients +/- Flow s related to other transactions affecting financial assets or liabilities +/- Flow s related to other transactions affecting non-financial assets or liabilities - tax paid NET INCREASE/DECREASE IN ASSETS AND LIABILITIES COMING FROM OPERATIONAL ACTIVITIES TOTAL NET CASH FLOW FROM THE OPERATIONAL ACTIVITY (A) Flow s related to financial assets and shareholdings (2) Flow s related to investment properties TOTAL NET CASH FLOW RELATED TO OPERATION Flow s related to tangible and intangible assets TOTAL NET CASH FLOW FROM INVESTMENT TRANSACTIONS (B) Related cash flow s coming from or going to shareholders +/- Flow s related to transactions w ith credit institutions TOTAL NET CASH FLOWS RELATED TO FUNDING TRANSACTIONS (C) NET INCREASE/DECREASE IN CASH AND CASH EQUIVALENTS Net cash flow s from operational activity (A) Net cash flow s reated to investment transactions (B) Net cash flow s related to funding transactions (C) CASH AND CASH EQUIVALENTS UPON OPENING (1) From June 30th, 2014, data re-statement to take into account the new retrospective application of IFRIC 21. (2) Flows related to financial assets and shareholdings take into account the dividend paid by Foncière des 6ème et 7ème Arrondissements de Paris. HALF-YEAR BUSINESS REPORT • 06 • 2015 23 VARIATION IN SHAREHOLDERS' EQUITY AS OF JUNE 30TH, 2015 Variation in shareholders' equity as of December 31st, 2014 CAPITAL Issue prem ium Reserves Consolidated reserves Unrealised gain and losses Minority reserves Result Group result Minority result TOTAL As si gn m en to fe D ar iv id ni ng pa e nd s re s nt d i s co t r Va m i bu pa te ri a ny d de tion by riv i th n at e t h i Va ves e v a ri a lu e in tion of tre r e as l a ur te C y dt ha ng sha o m re o e ve s li n m ke en d ts C to ap t h i ta e m li nc er ge re as r Va e ri a s e tion cu rit in t i e he s C he va ha ld l ue ng fo o e rs f in al sc e op O e th er no nm on R et es or ul y fi n t o va ria an f t ci he tio al ns y e 201 ar 4 (IN THOUSANDS OF EUROS) 31/12/2013 99 271 106 360 266 960 266 960 -1 666 1 957 77 326 76 547 779 779 -77 328 -76 549 -779 549 919 - -1 013 31/12/2014 99 385 106 360 326 166 314 058 12 108 33 598 33 598 33 598 33 598 -1 013 33 598 114 76 549 -38 429 1 201 3 392 9 151 -13 10 383 -56 -2 736 -38 429 4 593 9 151 114 10 370 -2 792 565 509 Variation in shareholders' equity from January 1st to June 30th, 2015 CAPITAL Issue prem ium Reserves Consolidated reserves Unrealised gain and losses Minority reserves Result Group result Minority result TOTAL FONCIÈRE DE PARIS 31/12/2014 99 385 106 360 326 166 314 058 12 108 33 598 33 598 565 509 As si gn m en to fe D ar iv id ni ng pa e nd s re s nt d i c o st r Va m i bu pa te ri a ny d de tion by riv th at in th e iv es e v Va a ri a lu e in tion of tre r e as l a ur te C y dt ha ng sha o m re o e s ve li n m ke en d ts C to ap t he i ta m li nc er ge re as r Va e ri a se tion cu rit in t i e he s C he va ha ld l ue ng fo o e rs f in al sc e op O e th er no nm on R et es or ul y to va fH ria tio 1 20 ns 15 (IN THOUSANDS OF EUROS) 54 988 -2 551 33 598 -39 813 52 262 3 299 314 3 299 52 364 385 2 052 -2 603 -372 2 052 -2 975 -33 598 -33 598 - -39 813 24 416 822 52 30/06/2015 154 426 103 809 687 026 672 604 14 022 40 879 40 879 40 879 40 879 40 879 986 139 Appendix to the consolidated financial statements as of June 30th, 2015 Hôtel Marriott - 114-116 Route de la Reine, 92100 Boulogne-Billancourt HALF-YEAR BUSINESS REPORT • 06 • 2015 25 158-162 rue du Faubourg Saint-Martin, 75010 Paris FONCIÈRE DE PARIS 26 Significant events of the period The consolidated financial statements at June 30th, 2015 cover the first six months of a twelve month period, opened January 1st, 2015 and ending December 31st, 2015. On May 12th, 2015, the General Meetings of Foncière de Paris SIIC and Foncière des 6ème et 7ème Arrondissements de Paris (SIIC) approved the merger of Foncière des 6ème et 7ème Arrondissements de Paris (SIIC) by Foncière de Paris SIIC. This transaction was considered as a business combination in compliance with the IFRS 3R standards. Goodwill of €3.9m was registered. It was assigned to IDA (GEI deferred carry forwards) for €1.8m (non-valuated in the merger operation) and to the Penthemont building complex (commercialised first-half of 2015) for the balance. The date of the takeover of Foncière des 6ème et 7ème Arrondissements de Paris (SIIC) was effective on April 1st, 2015. The net asset transferred at the time of the merger amounts to €998m, including €670m of investment properties and €460m of financial liabilities. SIGNIFICANT EVENTS AFTER BALANCE SHEET DATE Over the reporting period, the Company sold three real estate assets: “Rueil 250” building, located 250, rue de l’Empereur in Rueil-Malmaison (27,300sq.m.) A purchase agreement was signed beginning July 2015 in order to acquire the full ownership of a mixed-use building complex, located 127-129, rue de l’Université in Paris 7th, representing approximatively 12,400sq.m. The building located 4, rue de Lasteyrie in Paris 16th (1,300sq.m.) The retail-building located 76-80, avenue du Général Leclerc in Paris 14th (1,500sq.m.) On July 21st, 2015, Fonciere de Paris Group acquired an additional 5.5% in PHRV capital, bringing its total interest to 99.9%. Additionally, the Company signed a purchase agreement for the acquisition of the ground plate of the Holiday Inn Paris Saint-Germain Hotel, located 92, rue de Vaugirard in Paris 6th. The Company already owns the premises and operates the hotel through its subsidiary GEI SAS. HALF-YEAR BUSINESS REPORT • 06 • 2015 27 1- ACCOUNTING METHODS AND PRINCIPLES The financial consolidated statements are in thousands of euros. having no significant impact on the annual financial statements. The effects on the half-year data for years 2015 and 2014 are described in the different related notes in current appendix. In application of European regulation 16/06/2002 of 19 July 2002 on the application of international accounting standards, Foncière de Paris SIIC has established the consolidated financial statements pursuant to the first half year 2015, running from January 1st, 2015 to June 30th, 2015 in compliance with the IFRS reference framework as adopted in the European Union and applicable at that date. 1-1 THE CONSOLIDATION SCOPE Since the merger with Foncière Paris France occurred on November 20th, 2013 and the merger with Foncière des 6ème et 7ème Arrondissements de Paris occurred on May 12th, 2015, the consolidated Group’s scope of Foncière de Paris SIIC, parent-company, covers now the following fully consolidated French companies: This reference framework includes the IFRS (International Financial Reporting Standards), as IAS (International Accounting Standards), and their interpretations (SIC and IFRIC) published by the International Accounting Standards Board (IASB). These standards and interpretation are available in French on the site: Fully consolidated French companies : > SA PHRV (94,4%) > SAS Foncière Cofitem (100%), > SAS SAGI IE (100%), http://eurlex.europa.eu/JOHtml.do?uri=OJ%3AL%3A200 8%3A320%3ASOM%3AFR%3AHTML< > SAS Mt Selwin (100%), > SAS Hôtelière de la Villette (100%), In accordance with IAS 34 standard “Interim Financial Reporting”, the following condensed financial statement cannot include all the required information in IFRS framework and should be read in conjunction with the annual consolidated financial statements ended December 31st, 2014. > SAS Hôtelière de Boulogne (100%), > SAS Wilburys (100%) > SAS Hôtelière de la Rue Danton (100%) > SAS Groupement Européen de l’immobilier (100%) > SARL La Maison Commune (100%), > SCI Cofitem Boulogne (100%), The establishment of the consolidated financial statements in accordance with international accounting standards implies that the Company makes various estimates and uses certain realistic and reasonable assumptions, particularly when valuing financial instruments and the rental estate. The most important estimates are given in the appendix. > SCI Cofitem Levallois (100%), > SCI Cofitem Dunkerque (100%), > SCI 19 Leblanc (100%) > SCI 54 Leclerc (100%) > SCI 738 Kermen (100%) > SCI Port Chatou (100%) In particular, the investment properties are surveyed and the valuation of interest rate hedging instruments is assigned to counterparty banks. > SCI Studios du Lendit 1 (100%) Future final results may be different from these estimates. > SCI 4 Rue Danton (100%) > SCI 136 Grenelle (100%) > SCI 138 Grenelle (100%) > SCI Bellechasse Grenelle (100%) These accounting principles are identical to those used for preparing the Group’s consolidated financial statements as of December 31st, 2014 published in the Registration Document D.15-0266 registered with the AMF, with the exception of the standards and interpretations newly adopted by the European Union and which became mandatory on January 1st, 2015: > SCI Saints-Pères Fleury (100%) As a result of the acquisition end of June 2015 of 63.3% of PHRV capital by Foncière de Paris SIIC, reaching 94.4% interest, PHRV is no longer consolidated by the equity method but from June 30th, 2015 on, fully consolidated. The control taken in PHRV did not generate any goodwill. The released securities, previously accounted for by the equity method, resulted in a loss of €1.5 m. > IFRIC 21 : taxes > Annual improvements of the cycle (period) 2011-2013 IFRIC 21 interpretation anticipates the accounting of the levied taxes by a public service as soon as the liability to pay them arises. Therefore the accounting for the liabilities cannot be spread in the Interim Financial Statements, except if the chargeable event occurs gradually. The effect of this interpretation concerns mainly the non-refundable property and office tax share. It reflects an increase of non-refundable property charges, seen in half-year accounts, but FONCIÈRE DE PARIS 1-2 CONSOLIDATION METHODS All the companies are fully consolidated by global integration method with the exception of Risque et Sérénité, of which 43.24% is held by PHRV and which is consolidated according to the equity method. 28 1-3 MAIN RESTATEMENTS MADE IN THE CONSOLIDATED FINANCIAL STATEMENTS 60% of the capital gains on the sale of buildings and of holdings in companies having the same purpose as SIICs or of securities of subsidiaries subject to corporate income tax and having opted for this regime, before the end of the second financial year following the year of assignment. Goodwill or negative goodwill: The grouping of the Companies is accounted according to IFRS 3 regulations. The acquisition cost corresponds to a valuation at fair value at the date of the exchange of given assets and liabilities and the equity instruments issued in exchange of the bought entity. The buildings purchased by the Company do not represent a grouping of companies according to IFRS 3 regulations because they do not represent branch acquisitions but individual asset purchases. Therefore they are considered as building acquisitions. 100% of dividends coming from SIIC subsidiaries, before the end to the year following their realisation. The Company has three distinct business sectors for taxation: The SIIC status for its real-estate activity exempt of corporate income tax, subject to the obligation of distributing dividends, When a company comes into the scope, the goodwill and negative goodwill resulting from the difference between the cost of acquiring the shares and the proportion that they represent in the acquired shareholders’ equity is treated as: The financial leasing sector former to December 31st, 1995 exempt of corporate income tax, All other transactions submitted to corporate income tax. Fair value adjustment relating to certain identifiable elements of the assets and liabilities, classified with the items on the balance sheet concerned and amortised according to the same rules as the assets to which they are attached; Financial and operating expenses relating to each sector are allocated in accordance with the administrative instructions of September 25th, 2003. Deferred taxes resulting from other consolidation entries and specific restatements are recorded on the balance sheet and income statement. The same applies to deferred taxes resulting from significant temporary differences relating to identifiable assets and liabilities. Goodwill, if there is any, booked: > When it is positive, to the asset side of the balance sheet and subject, at each closure, to a value analysis, > When it is negative, it is shown in the income statement. No discount is applied to deferred taxes. Financial leasing transactions: loan to clients The deferred tax liabilities result from the fair value accounting of the available-for-sale securities. Financial leasing transactions are mainly assigned to the category “Loans and receivables on clients”. Thus in accordance with the IAS 39 standards, they are valued initially at fair value and subsequently at cost amortised using the effective interest rate method. The effective interest rate is the rate that exactly discounts future cash flows to the original net outstandings. This rate includes the discounts and the revenue and transaction costs incorporated into the effective interest rate, where applicable. At June 30th, 2015 the income taxes and deferred taxes are detailed as follows (in €k): Income tax on hotel activity Income tax on leasing activities and taxable sector Deferred taxes Contribution on distributed revenues TOTAL Differed taxes: Having opted for Listed Real Estate Investment Company (SIIC) tax status, Foncière de Paris SIIC is subject to a specific form of taxation that provides for a full exemption from corporate income tax on property leasing activity (renting property transactions including arbitrages). The exemption is conditioned by the distribution of: 226 -609 4 259 Inter-company transactions: When consolidating the accounts, the receivables, debts, commitments and reciprocal transactions between consolidated companies are eliminated. Likewise, intra-group revenue and expenses were neutralised. Dividends from intra-group shareholdings are deducted from consolidated income and booked to consolidated reserves. 95% of the earnings from property leasing revenues before the end of the financial year following the year of assignment, HALF-YEAR BUSINESS REPORT • 06 • 2015 120 29 1-4 OTHER VALUATION METHODS AND ACCOUNTING PRINCIPLES 1.4.1. Renting property transactions The renting property transactions are based either on investment properties purchased for renting according to the Group’s policy or on buildings with financial leasing agreements which were cancelled and that are now rented under business leases as decided by the Company. Asset valuation: IAS 40 defines the rules for recognising investment properties. When valuing fully-owned buildings, this arrangement leads to a choice being made between the “fair value” method and the “depreciated historical cost” method. Exceptionally, for buildings of very high quality, made of dressed stone, and either classified as historical monuments (ISMH) or located in immediate proximity to Paris historic monuments, the main structure is depreciated over a period of 90 years. In case the “fair value” method is chosen, the concept of depreciation becomes inapplicable. In case the “historical cost” method is chosen, the approach by components must be established to depreciate the buildings. This approach consists in distinguishing several elements that compose the value of a given building (land, main structure, fixtures and fittings, etc;) each depreciated over their own period of use. Each component’s term of depreciation is calculated on the basis of the date of the building is bought into use, except when a component is replaced (for example, during a refurbishment), in which case the latest component replacement date applies. Residual value is not used for any of the identified components. The Company provides, as supplemental information, the market value of the investment properties in its portfolio in the appendix. The Company’s portfolio thus assessed each year by independent appraisers with recognised competence in real estate. The market value approach involves the use of the so-called income capitalisation method, or of the discounted cash flow method, which is then cross-checked using the so-called sales comparison method. Any change in this value is closely correlated with the trends in the real-estate market. When IFRS standards were first adopted in 2005, and since this date, Foncière de Paris SIIC decided to not revalue its investment buildings. The company opted to keep the historical cost method and continues to depreciate the buildings in the investment properties using the “components” method. This method allows a stock of unrealised capital gains to be retained on the property estate. For each type of asset, the gross construction values have been broken down by components, determined according to current technical data (breakdown according to the estimate current cost of new reconstruction). Other than the land, seven components have been identified: These valuations are made according to IFRS 13 standards. On this basis, it is stipulated that the appraisers have not identified a high and best use other than the one applied by the Company. The above mentioned valuation methods rely on observable as well as on unobservable parameters. The fair value of the Company’s buildings are considered as level 3 (are defined level 3) according to the prevailing standards IFRS 13. Duration of depreciation Land - Main structure 30 to 90 years depending on the nature of the building Façades and roofs 15 to 45 years depending on the nature of the building Technical installations 15 to 25 years depending on the nature of the building Car park construction 20 years Façade rendering 15 years Fixtures and fittings 9 years Air conditioning 6 years FONCIÈRE DE PARIS Supplemental information on the application of these methods is now published, in accordance with the requirements of this standard and prevailing level of the defined fair value. 30 The main valuation criteria used by the appraisers by asset category are provided below: Asset type Offices Hotels (property and business) Other premises Retail outlets/ Restaurants Market value of the appraised properties excluding transfer duties €1,695m €231m €135m €39m Market value excluding transfer duties/sq. m. €1,000 - €19,390 €6,200 - €16,105 €350 -€1,500 €496 - €12,250 Market value excluding transfer duties/room Capitalisation rate (1) Discount rate €65,000 - €570,000 3.70% - 8.00% 6.25% - 7.25% 8.00% - 11.00% 4.00% - 7.25% 3.85% - 7.50% 6.20% - 7.00% 8.00% - 9.50% 4.50% - 7.20% (1) Net rental income + market value of vacant buildings/market value including transfer duties. The buildings that have not been appraised are mainly assets under construction. Acquisition expenses: Leases: The acquisition fees, in accordance with IFRS standards, are incorporated in the gross value of the capital assets. Borrowing costs: The IAS 17 standard specifies that the financial consequences of all of the provisions defined in the leasing contract must be divided over the firm period of the lease (any rent-free periods granted to lessees are divided over the first firm period of the lease). Following the mandatory application of the IAS 23 standard on January 1st, 2009, borrowing costs are incorporated as fixed assets. If it appears that receivable revenue entered during a rent-free period presents a risk of non-recovery, a provision is constituted. Borrowing costs attributable to the acquisition and renovation of an asset are capitalised during the period of renovation of the asset. These borrowing costs form the total cost of this asset. Concerning operating leases, the Group Foncière de Paris SIIC applies a 100% index based on the evolution of the index of the signed lease (ICC. IRL.ILC or ILAT). Depreciation: During the first semester of 2015, no borrowing costs were incorporated in the total cost of an asset (€252k in 2014). The IAS 36 standard imposes a check on whether an indication exists that shows that an asset may have lost value. An indication of impairment may be: These costs are calculated from the real rate for collateralised funding and from an average weighted rate for non-collateralised funding. These rates are before any effect of rate hedging instruments. a significant drop in the market value of the asset, a change in the technological, economic or legal environment. Only borrowing costs that may be associated with the funding of eligible assets are capitalised. The other borrowing costs are booked as expenses. For this test, the capital assets are grouped into Cash Generating Units (CGU). For the Company each building is considered as a CGU. The level of any impairment is determined on the basis of the change in the recoverable amount, which corresponds to market value or going-concern value, whichever is higher. The market value is determined on the basis of expert appraisals centred on two approaches: the so-called sales comparison method and the so-called income capitalisation method. This depreciation, which constitutes the non-definitive and non-irreversible drop in the value of certain building assets in relation to their book value, is booked to assets, where applicable, reducing them, under the “Impairment of Assets” line item. HALF-YEAR BUSINESS REPORT • 06 • 2015 31 1.4.3. Financial leasing transactions Investment properties held for sale: The financial leasing transactions item, the details of which are given in 2.1 and covers the following elements: In accordance with IFRS 5 standard, investment properties in the process of being sold are, where applicable, presented under a separate line item on the balance sheet. Financial leasing contracts: In a financial leasing contract, the lessor transfers most of the risks and benefits of the asset to the lessee. It is treated as funding granted to the lessee for the purchase of an asset. Doubtful accounts An account is considered doubtful when it remains unpaid for more than three months. Rental payments classified as doubtful are provisioned at 100% of their amount excluding taxes, with any security deposits or collateral obtained deducted. The current value of payments due pursuant to the contract, increased, if applicable, by the residual value, is entered as a receivable. The net income from the transaction for the lessor corresponds to the amount of interest on the loan and is entered on the income statement under the heading “Interest and similar revenue”. The rent received is divided over the duration of the financial leasing contract, allocating it to capital amortisation and interest so that the net income represents a constant rate of return on the outstanding residual amount. The interest rate used is the implicit interest rate for the contract. Security deposit received by the lessees The security deposits paid by the lessees of investment properties were not discounted because their incidence would not be significant. 1.4.2. Transactions related to hotel activity Inventories: The inventories are related to the activity of the Hotel Companies. They are valued using the first in, first out method. Capital assets under construction: The capital assets under construction correspond mainly to the funding of transactions that have not yet come into operation, as well as funding transactions already in operation but interrupted due to ongoing work. An impairment of inventories equal to the difference between the gross values determined using the above cited procedures and the current market value or the realisable value, less business expenses relating to the sale is recorded when this gross value is greater than the other term stated. Capital assets temporarily not leased: Non-leased buildings correspond to transactions where the financial-leasing contract has been terminated and the premises returned. They are valued at their historical value (with any tax depreciation deducted). They continue to be depreciated by amortisation and, if necessary, are subject to provisions for depreciation. These buildings are intended either to be leased or to be sold. Related receivables: The related receivables correspond in particular to rent receivable. Provisioned receivables: A receivable is provisioned in the case of an unpaid amount more than 3 months old. Rental payments classified as doubtful are provisioned at 100% of their amount excluding taxes, with any security deposit or collateral deducted. FONCIÈRE DE PARIS 32 1.4.4. Financial instruments The Company will have to recognise depreciation if one of two criteria is fulfilled. Foncière de Paris SIIC applies IAS 32 and 39 standards since January 1st, 2005. Significant and sustainable depreciation criteria are determined as follows: Classification and valuation of financial assets and liabilities: a negative gap between the fair value and the purchase price greater than 50% The IFRS standards require financial instruments to be defined by category and valued at each closure according to the retained category. a negative gap between the fair value and the purchase price over a period greater than 36 months Therefore, four categories of assets have been defined: For investment properties, only a valuation at market value is given in the appendix, with financial leasing transactions remaining expressed at book value. trading securities, valued at fair value through the income statement, securities available for sale, valued at fair value through equity, There are two categories of financial liabilities: assets held to maturity, booked at amortised cost, trading liabilities, valued at fair value through the income statement, loans and receivables, booked at amortised cost. other liabilities, entered as amortised costs. Non-consolidated securities held by Foncière de Paris SIIC are classified in the category of assets available for sale, with the exception, if applicable, of marketable securities held for the short term, which are classified as trading assets. All financial liabilities are entered on the balance sheet at amortised historical cost. As most loans were contracted at variable references as bullet loans and the issue fees were not significant, the impact of amortisation on effective interest rates is therefore not significant. After analysis, it was decided that when the market for listed securities (classified in the category of assets available for sale) held by Foncière de Paris SIIC is inactive, the fair value of these securities would be determined by a multi-criteria approach based on the average between the last net published asset price (to which a discount is applied) and the market price upon closure of the concerned security. Market risks: The Company has no market activity in itself. When hedging its interest rate risk, it acquires hedging instruments (caps and swaps), the aim of which is to protect its variable-rate debt against an increase in interest rates. Its exposure to market risk is therefore very limited, as these transactions are only implemented to back clearly-identified real-estate projects defined with the aim of managing overall interest-rate risk. Therefore its exposure to market risks is very limited. In case of an active market, the fair value is determined based on the market price of the security upon closure. The March 2009 amendment to the IFRS 7 standard creates an obligation to provide information on the three levels of fair value depending on whether the instrument is quoted in an active market (level 1), or is valued using techniques based upon observable market data (level2), or whether it is based on nonobservable data (level 3). Also the Company acquires, for investment purposes, securities in listed companies with an activity similar to its own. Therefore, most of the non-consolidated securities held by Foncière de Paris SIIC with the aim of long-term holding are classified in the category of assets available for sale. Any unrealised capital loss would be fully provisioned using appropriate methods for analysing criteria for significant and sustainable depreciation. It should be noted that the Company’s assets available for sale come under level 1 for securities for which the market is active, level 2 for securities for which the market is inactive and level 3 for unlisted securities. Available-for-sale assets Amounts (€k) Level 1: securities for which the market is active 89,244 Level 2: securities for which the market is inactive - Level 3: unlisted securities 2,963 Total 92,207 HALF-YEAR BUSINESS REPORT • 06 • 2015 On June 30th, 2015, the Company held listed securities available for sale at a cost price of €76.2 m. A variation in value by +/- 5% of these securities would affect consolidated shareholders’ equity (€986.1 m) by +/-0.39%. 33 Treasury shares: When the hedging relationship is established (hedging future cash flow or hedging investment), the change in value of the instrument, corresponding solely to the effective part of the hedge, is entered into shareholders’ equity. The Board of Directors is authorised, for a period of 18 months, to carry out stock market transactions on the Company’s shares in order to stabilise their market price under the conditions set by the law. The General Meeting of May 12th, 2015, decided to renew this program. In all other cases, the change in value is directly entered into profit/loss. During the first half of 2015, the Company acquired 35,127 own shares for an average price of €113.81 and sold 107,065 for an average price of €114.75. Furthermore, the Company transferred 5,610 shares as a former attribution of free shares. Foncière de Paris SIIC covers its interest-rate risk by purchasing swaps and caps contracts. The Company has contracts guaranteeing an upper rate limit between 0.50% and 4.5% (caps) for notional outstanding of € 1,520m (of which €665m at deferred start) and swaps for a total amount of €863m (of which €465 m. at deferred start). Based on the situation as of June 30th, 2015, an average increase in interest rates by 100 basis points beyond -0.014% (Euribor 3-month rate on June 30th, 2015) would have a negative impact on cash flow of €4.9m. Thus, on June 30th, 2015, it held a total of 180,129 shares, for a net book value of €17,218 k (of which 8,245 shares were freely allocated to personnel and fully provided for their value of €723 k) and representing a market value of €20,066 k. These treasury shares are recorded in the balance sheet at € 17,218 k at their acquisition cost (excluding shares freely allocated and fully provided). All of the caps are currently out-of-the-money. Accordingly to the meaning of the IFRS, they therefore do not correspond to effective coverage, given the current configuration of rates. Their only value corresponds to time value, for which the variation is always entered to profit/loss according to IFRS standards. These caps had a positive value of € 5,943k on June 30th, 2015 compared to €1,248k on December 31st, 2014. The application of IAS 32 and 39 standards involves presenting shares deducted from shareholders’ equity. This revenue from any sale of treasury shares is allocated directly as an increase in shareholders’ equity, so that any capital gain or loss on sale does not affect the net result of the year. Interest-rate hedging instruments: The ineffective part, entered to profit/loss, stood at €2,424k on June 30th, 2015 against €-6,138k on December 31st, 2014. Foncière de Paris SIIC uses derivative instruments as part of its policy to hedge interest-rate risk. These instruments, presented at their face value and offbalance sheet under French standards, constitute financial assets and liabilities and must be booked in the balance sheet for their fair value according to IFRS standards. Concerning the swap contracts held by Foncière de Paris SIIC, a hedging relationship was established according to the meaning of IFRS standards. This is because they are held in order to hedge the debt subscribed at variable rates, in order to protect the Company against an increase in interest rates. Valuations of swaps that are not hedged by loans are not entered on the income statement. These instruments must be valued according to valuation techniques based on observable market data (being defined as level 2 by IFRS 7 standard). Valuation of hedging instruments is based on assumptions on future interest rates, for which the level varies according to economic forecasts. So the level of rates actually observed may be different from those expected when they were valued. Nevertheless, this uncertainty causes modest impact on the accounts of the Company because it retains its hedging instruments until maturity, in accordance with the hedging principle used under its policy on hedging interest-rate risk. The effective part of the variation in the value of swaps is therefore entered to shareholders’ equity. The swaps had a negative value of €8,241k on June 30th, 2015, to be compared with the negative value of €7,082k on December 31st, 2015. A deferred tax asset was noted on June 30th, 2015 on the valuation part of caps and swaps corresponding to an effective hedging for an amount of €1,594k. There is no ineffective part of swaps on June 30th, 2015, which would have been recorded in profit/loss. The deferred tax liability on the ineffective part of caps stands at €224k. These instruments must be qualified as hedging or nonhedging transactions, for which effectiveness must subsequently be checked. The revenue and expenses related to these instruments that are actually paid or received are recorded on the income statement under the headings “interest and similar revenue” and “interest and similar expenses” and under “gains or losses on financial instruments at fair value through profit/loss” for the unrealised part generated when valuing these instruments. FONCIÈRE DE PARIS 34 Liquidity risk: Provision for retirement benefits The liquidity risk is traditionally low, given the structure of employment and resources of Foncière de Paris SIIC. The maturities of the financial liabilities are presented in a summary table in §2.10. The IAS 19 standard requires that all present and future commitments of the Company to its personnel in the form of remuneration or benefits be taken into account. Personnel costs and benefits must be entered to expenses over the period of acquisition of entitlements. Liquidity risk is managed through constant monitoring of the period of funding, keeping permanent credit lines available and diversifying resources. A forecast cash flow table is used for this. Short-term benefits (salaries, annual leave, incentive schemes, profit-sharing, employer’s top up contribution…) are recognised as expenses in the financial year. On June 30th, 2015, the Company had cash assets of €22m and undrawn credit lines of €567m. Concerning post-employment benefits, as far as the Company is concerned, the contribution paid to obligatory pension schemes are recorded in the profit/loss for the period (contributions defined and pensions paid by specialised external organisations). 1.4.5. Payment in shares and other employee benefits Excluding provision for retirement (€2,900k on June 30th, 2015), there is no other long-term or post-employment commitment to be provisioned for personnel benefits. Payment in shares The IFRS 2 standard requires the income statement to show the effect on all transactions involving payment in shares. 1.4.6. Loans and financial debts Payments in shares are valued at their fair value (determined on the basis of the average acquisition value for the shares in question) which for the year of acquisition constitutes a personnel expense for which the counterpart increases shareholders’ equity (meaning that it has no impact on the net situation of the Company). The financial debts breakdown is presented in §2.10. At issuance, these interest-bearing loans are recorded at fair-value and subsequently, at amortised cost. The transaction costs attributable to loan issuances are deducted from the financial liabilities value and are then amortised over the term of the loan. These fixed transactions costs, recorded in the balance sheet assets amounted to €4,887k, on June 30th, 2015. On June 30th, 2015, no stock-option plan was implemented for corporate officers and employees of the Company. On December 22nd, 2010, Foncière Paris France issued subordinated bonds redeemable into shares (OSRA). After the merger of this Company, these OSRAs have been carried through by Foncière de Paris SIIC. The General Meeting of May 12th, 2015 also authorised the Board of Directors to grant free shares, on one or more occasions, to executives or employees of the Company and of related companies defined in Article L225-197-2 of the French Commercial Code, knowing that it shall be the Board of Directors’ responsibility to identify the beneficiaries and to set the conditions for the share grants. A financial liability is defined as a contractual obligation to deliver cash or another financial asset, while equity is a contract granting the holder an interest in a company. Although the aim of the issuing transactions is the redemption of matured shares, the issuing contract requires delivering cash in certain specific cases. As a result, the OSRAs were fully qualified as financial liabilities and are therefore valued and noted in financial debts for the amount of the debt which would be redeemed in cash on the assumption of non-redeemed shares. The total number of free shares granted may not represent more than 1% of the equity capital, the beneficiaries’ shares shall not vest until the end of a vesting period of at least two years, and the beneficiaries must hold the shares for a minimum of two years from the end of the vesting period. On June 30th, 2015, there were 663,302 OSRAs 2010 valued €110 for a period going to December 22nd, 2017. This authorisation shall be valid for 38 months. The impact of the free shares allocated during the first half of 2015 is presented in note 3-1. HALF-YEAR BUSINESS REPORT • 06 • 2015 The remuneration of OSRA 2010 is of 6.5% of the face value until the fourth anniversary of the issue date. From there on, the remuneration is set at the higher of the two amounts: 2% of the face value or the amount of the dividend per share for the ended financial year. 35 1.4.9. Standards and interpretations applicable on June 30th, 2015 The bond issues redeemable for shares are subject to certain conditions which may lead to cash redemption, mainly: The following interpretations are not subject to mandatory application or to early application for the financial statements of June 30th, 2015: Loss for the Company of the benefits as provided in the Article 208 C II in the General Tax Code (SIIC status). Standards and interpretations adopted by the European Union which applications are not yet mandatory for the financial statement: Non respect by the Company of the coverage ratio EBITDA/LBO (financial costs) of minimum 1.5, Non respect by the Company of the coverage ratio LTV of 70% maximum, Amendment IAS 19: employee benefits, Opening of collective procedure. Annual improvements of IFRS’ cycles 2010-2012. In the event of a tender offer or a public exchange on the Company’s securities, the holders of OSRAs may request repayment in cash (optional repayment). Standards and interpretations that have not come into force and not been adopted by the European Union: IFRS 9: Financial instruments, EBITDA: gross consolidated operating profit IFRS 14: Regulatory deferral accounts, Senior financial expenses: financial expenses of bank credits excluding OSRA. IFRS 15: Revenue from contracts with customers, Annual improvements of IFRS’ cycles 2012-2014, LTV: capital remaining due on bank credits divided by the economic value of the real-estate assets. Amendments to IAS 16 and IAS 38: Clarification on acceptable depreciation methods, Amendments to IFRS 10 and IAS 28: Contribution or sales of assets between the group and equity accounted entities, 1.4.7. Operational sectors The IFRS 8 standard requires identifying the main activity segments followed by the main operational decision maker and for each specific segment, disclosure of each segment result, the segment’s assets and the segment’s liabilities. Amendments to IFRS 11: Acquisition of interests in joint operations, Amendments to IAS 16 and IAS 41: Producing plants, Amendments to IAS 27: Use of the equity method in separate financial statements, Foncière de Paris SIIC presents a detailed analysis for each main segment identified by the Executive Board (see § 2-24): Amendments to IFRS 10, IFRS 12 and IAS 28: Investment entities – exemption of companies from the financial statements Leasing activity (investment properties), Financial leasing activity (customer loans), Amendments to IAS 1: presentation of financial statements – providing information on initiatives. Hotel activity (hotels of the Group), The process of determining the potential impact on the consolidated financial statements of the Group is underway. The Group does not, at this stage, expect any significant impact on its consolidated financial statements. Other activities (available-for-sale securities). Concerning all the segment liabilities, the financial debt finances one segment or the other without differentiation and cannot be detailed by segment. In fact the Group’s bank debt is totally contracted by the parent-company Foncière de Paris SIIC, as nonallocated borrowings. Therefore, the liabilities are brought together, grouping the different segments. 1.4.8. Discounting non-current liabilities The concerned items are mainly security deposits and provisions for risks and expenses. The discount of these items is not significant in regards to the amounts and maturities. FONCIÈRE DE PARIS 36 1-5 PRINICPLE TRANSACTION BETWEEN RELATED PARTIES Certain corporate officers of Foncière de Paris SIIC also have appointments in PHRV with which they have capital relationships. On June 30th, 2015, they are as follows: Foncière de Paris SIIC PHRV Sophie BEUVADEN Chairwoman of the Supervisory Board Member of the Board François THOMAZEAU Chairman of the Executive Board Chairman of the Board of Directors Olivier RICHÉ Managing Director Member of the Executive Board Chief Executive Operator Foncière de Paris SIIC with the parties related to it, has concluded no service-provision contract and has carried out no transaction intended to transfer resources, services or obligations either free of charge or in return of payment. The Company is totally independent and has its own management team. There is no salary-charge re-invoicing between the various companies having corporate officers in common, and no benefits are granted to any director pursuant to his/her functions in another company. Each company pays its corporate officers according to the work performed by them for its benefit. On June 29th, 2015, Foncière de Paris Group acquired 63.3% of PHRV capital, increasing its interest up to 94.4% of the capital. Additionally on July 21st, 2015 Foncière de Paris Group acquired 5.5% of PHRV capital increasing its interest up to 99.9% of the capital. These transactions were placed under the regulated agreements procedure. 1-6 INCOME PER SHARE The result per share is equal to net income attributable to the holders of ordinary shares of the parent company divided by the weighted average number of shares of the financial period, which is equivalent to the outstanding ordinary shares at the beginning of the period less the value of the treasury shares, adjusted by share refunding or issuing during the period and weighted by time factor if needed. The diluted earnings per share calculation takes into account all outstanding potential dilutive ordinary shares during the period. The diluted earnings are equal to the earnings attributable to ordinary shareholders of the parent company, increased by the dividends net of tax or other net element in respect of the dilutive potential ordinary shares, of the interests, net of tax, accounted regarding the dilutive potential ordinary shares (recorded as expenses) and any other changes in income or expenses that would result from the conversion of the dilutive potential ordinary shares. HALF-YEAR BUSINESS REPORT • 06 • 2015 37 2- INFORMATION ON THE ITEMS OF THE BALANCE SHEET 2-1 LOANS AND RECEIVABLES ON CLIENTS 2.1.1. Financial leasing transactions (net outstandings in €k) (IN THOUSANDS OF EUROS) Real estate financial leasing transactions Movable property financial leasing transactions TOTAL NET OUTSTANDINGS 30/06/2014 31/12/2014 30/06/2015 425 465 406 821 344 556 5 685 4 433 3 646 431 150 411 254 348 202 2.1.2. Transactions with clients 30/06/2014 31/12/2014 30/06/2015 Clients accounts and related receivables 17 921 18 708 17 954 Depreciation client's accounts and related receivables -4 764 -4 909 -5 057 TOTAL NET CLIENTS 13 157 13 799 12 897 (IN THOUSANDS OF EUROS) The transactions with clients correspond to loans and current accounts. 2.1.3. Maturities of financial outstandings for financial leasing transactions (IN THOUSANDS OF EUROS) Financial leasing and similar transactions D<=6m 6m <D<=1year 1year<D<=5years 13 527 28 588 94 828 D>5years Total 211 259 348 202 2-2 INVESTMENT PROPERTIES 2.2.1. Variation in gross value (IN THOUSANDS OF EUROS) 31/12/2014 Increases Reductions Transfers 30/06/2015 Investment properties 964 413 784 030 1 320 -8 907 1 738 216 Capital assets under construction Properties held for sale 133 320 87 065 148 219 - 81 658 -4 580 8 927 276 959 14 334 1 184 798 932 249 82 978 -4 560 2 029 509 TOTAL 2.2.2. Variation in amortisation and depreciation (IN THOUSANDS OF EUROS) 31/12/2014 Increases Reductions Transfers 30/06/2015 Amortisation on investment properties 115 394 14 663 747 -2 612 126 968 Depreciation on investment properties Properties held for sale 5 877 10 043 2 103 641 555 10 146 -1 901 2 611 5 524 3 149 131 314 17 407 11 448 -1 902 135 372 TOTAL The depreciation on investment properties, of an amount of €5,524k (compared to a net book value of €1,882,952k) was determined from a point of view of long-term detention, including a possible drop in rental values. FONCIÈRE DE PARIS 38 2.2.3. Summary statement of investment properties (IN THOUSANDS OF EUROS) Investment properties Gross value 2 015 175 Properties held for sale TOTAL Cum ulative depreciation and/or provisions 132 223 Net value 1 882 952 14 334 3 149 11 185 2 029 509 135 372 1 894 137(1) Of which capital asset under construction: € 276,959k. The net book value of investment properties amounts to €1,894,137k on June 30th, 2015. All assets have been appraised by external surveys on June 30th, 2015, except assets to be sold valued by sales’ agreements and properties held for sale valued at net value. The unrealised capital gain on investment properties in operation amounts to €252,918k (excluding hotel operating assets) including depreciations of an amount of €7,424k of which €1,900k on buildings held for sale. (see § 2.2.2). 2-3 HOTEL OPERATING CAPITAL ASSETS 2.3.1. Variation in gross value 31/12/2014 Increases Reductions Transfers 30/06/2015 Hotel operating capital assets 59 706 183 733 - - 243 439 TOTAL 59 706 183 733 - - 243 439 (IN THOUSANDS OF EUROS) 2.3.2. Variation in amortisation and depreciation 31/12/2014 Increases Reductions Transfers 30/06/2015 Depreciation on hotel operating capital assets 5 624 29 029 - - 34 653 TOTAL 5 624 29 029 - - 34 653 (IN THOUSANDS OF EUROS) 2.3.3. Summary statement on hotel operating assets (IN THOUSANDS OF EUROS) Hotel operating capital assets Gross value 243 437 Cum ulative depreciation and/or provisions 34 651 Net values 208 786 243 437 34 651 208 786 (1) TOTAL (1) Of which capital assets under construction: €896 k The net book value of the operating hotel assets stand at €208,786k on June 30th, 2015. External appraisals show an unrealised capital gain of €37,021k. HALF-YEAR BUSINESS REPORT • 06 • 2015 39 2-4 OWN CAPITAL ASSETS – TANGIBLE AND INTANGIBLE 31/12/2014 Increases Reductions Transfers 30/06/2015 1 218 579 - - 1 797 Depreciation on ow n property, plant and equipment 632 380 - - 1 012 Net book value of ow n property, plant and equipm ent 586 199 - - 785 Ow n intangible assets 7 686 804 - - 8 490 Depreciation on ow n intangible assets 2 162 489 - - 2 651 Net book value of ow n intangible assets 5 524 315 - - 5 839(1) (IN THOUSANDS OF EUROS) Ow n property, plant and equipment (1) Of which €390k of intangible hotel operating assets and an intangible goodwill of net value of €70k recorded since the first consolidation of Foncière Cofitem in 2004, as well as an intangible goodwill of net value of €5,354k recorded since the first consolidation of Wilburys in October 2014. The other own tangible capital assets (€785k) are composed of property, plant and equipment exclusively comprising property fixtures and fittings, office equipment, IT equipment, movable property and transport equipment used for exercising the Company’s activity. 2-5 PARTICIPATION IN ASSOCIATED UNDERTAKINGS (IN THOUSANDS EUROS) PHRV Foncière des 6ème et 7ème Arrondissements de Paris Risque et Sérénité TOTAL 30/06/2014 31/12/2014 Increases Reductions 30/06/2015 5 647 5 524 - -5 524 - 88 232 91 078 - -91 078 - - - 3 683 - 3 683 93 879 96 602 3 683 -96 602 3 683 2-6 SECURITIES IN ASSOCIATED UNDERTAKINGS 2.6.1. Contribution of securities in associated undertakings The consolidation scope of Foncière de Paris SIIC Group has changed during the first half year of 2015. PHRV has been fully consolidated since June 29th, 2015 and Foncière de 6ème et 7ème Arrondissements de Paris was merged on April 1st, 2015. Risque et Sérénité entered the consolidated scope on June 30th, 2015. It therefore has no contribution to the net income for this first period of 2015. % of shareholding Value of the securities in associated undertakings Risque et Sérénité 40,83% 3 683 - - - TOTAL 40,83% 3 683 - - - (IN THOUSANDS OF EUROS) Contribution to group Share in Contribution fo consolidated profit/loss profit/loss reserves 2.6.2. Financial information on associated undertakings (IN THOUSANDS OF EUROS) Risque et Sérénité(1) Result 965 Net financial revenue Fixed assets 1 028 - Financial assets Trade payable 7 261 21 Tax and social security debts Other debts (1) On June 30th, 2015, interim financial result for Risque et Sérénité which ends its financial year on September 30th. FONCIÈRE DE PARIS 40 Financial liabilities 1 2-7 OTHER NON-CURRENT ASSETS (N THOUSANDS OF EUROS) 30/06/2014 31/12/2014 30/06/2015 93 879 96 602 3 683 690 9 14 Available-for sale securities 83 572 84 781 92 207 of which listed securities Interest-rate instruments (caps) 80 993 2 450 83 808 1 248 89 244 5 943 NET VALUES Securities in associated undertakings Securities and receivables held to maturity Deferred tax assets 2 788 2 252 4 779 Other receivables 1 542 9 663 742 Gross values Provisions 30/06/2015 Renting property related receivables Doubtful accounts Revenue receivable 13 251 2 006 22 860 1 700 - 13 251 306 22 860 TOTAL 38 117 1 700 36 416 4 101 5 613 2 585 4 757 - 4 101 856 2 585 TOTAL 12 299 4 757 7 542 OVERALL TOTAL 50 416 6 457 43 959 2-8 CHANGE IN OPERATING RECEIVABLES (IN THOUSANDS OF EUROS) RENTING PROPERTY FINANCIAL LEASING TRANSACTION Related clients' accounts Related doubtful accounts Revenue receivable Application of IFRIC 21 interpretation includes recording additional receivables of €5,173k of due taxes spread over 12 months in the financial statements. On June 30th, 2014, the application of IFRIC 21 increased the receivables of €5,160k for the period. 2-9 CHANGE IN MISCELLANEOUS RECEIVABLES (IN THOUSANDS OF EUROS) 30/06/2014 31/12/2014 30/06/2015 4 323 3 920 4 845 Advance payments Prepaid expenses Other miscellaneous receivables 150 1 211 17 435 34 831 3 540 1 894 1 870 4 612 TOTAL 23 119 8 325 13 221 MISCELLANEOUS RECEIVABLES Government (corporate income tax -VAT) 2-10 MATURITIES OF FINANCIAL LIABILITIES (IN THOUSANDS OF EUROS) FINANCIAL LIABILITIES Fixed term On demand TOTAL Net values 1 465 709 Less than 3 m onths 109 258 3 m onths-1 year 132 749 1 to 5 years 976 459 More than 5 years 247 243 13 866 12 890 976 - - 1 479 575 122 148 133 725 976 459 247 243 Fixed rate 308 578 Variable rate 1 157 131 Total 1 465 709 9 514 4 352 13 866 318 092 1 161 483 1 479 575 The financial liabilities are broken down as follows: (IN THOUSANDS OF EUROS) FINANCIAL LIABILITIES Fixed term On demand TOTAL The loans and financial liabilities are accounted for at historical depreciated cost and not on fair value. HALF-YEAR BUSINESS REPORT • 06 • 2015 41 2-11 MISCELLANEOUS NON-CURRENT LIABILITIES (IN THOUSANDS OF EUROS) DIFFERED TAX LIABILITIES 30/06/2014 1 369 31/12/2014 1 957 30/06/2015 8 023 OTHER DEBTS (due in m ore than one year) 13 786 11 279 16 380 Security deposits 13 786 11 279 16 380 TOTAL 15 155 13 236 24 404 2-12 PROVISIONS FOR CONTINGENCIES AND CHARGES (IN THOUSANDS OF EUROS) Provisions for contingencies and charges 30/06/2014 210 Allocations/ Merger 31/12/2014 contributions 721 169 Recoveries 184 - 30/06/2015 706 Used No t used Provisions for retirement benefits Differed taxes 2 296 - 1 875 - 1 844 - 75 - - 3 644 - TOTAL 2 506 2 596 2 013 259 - 4 350 30/06/2014(1) 24 265 31/12/2014 15 892 30/06/2015 13 820 Security deposits Trade payables Tax and social security debts Interest provisions for sw aps Accruant accounts (including rent invoiced in advance) 1 842 5 107 16 856 989 2 849 8 732 8 667 315 2 607 11 732 23 244 587 4 521 3 678 8 946 Other debts 36 287 13 742 21 010 TOTAL 89 868 53 875 81 945 2-13 MISCELLANEOUS CURRENT LIABILITIES (IN THOUSANDS OF EUROS) Tax debts (corporate income tax - other taxes) (1) From June 30th, 2014, data re-statement to take into account the new retrospective application of IFRIC 21. Application of IFRIC 21 interpretation includes recording additional tax debts of €5,806k of due taxes spread over 12 months in the financial statements. On June 30th, 2014, the application of IFRIC 21 increased the tax debts of €5,881k for the period. 2-14 CHANGE IN SHAREHOLDERS’ EQUITY (IN THOUSANDS OF EUROS) 30/06/2014(1) 31/12/2014 99 272 99 386 154 426 SHARE PREMIUM ACCOUNT 106 360 106 613 103 809 CONSOLIDATED RESERVES GROUP SHARE 316 593 325 912 687 026 9 927 9 927 9 939 1 814 4 758 -18 741 289 464 29 371 1 814 12 108 -18 465 291 157 29 371 1 814 14 050 -17 941 648 471 30 693 COMPOSITION OF SHAREHOLDERS' EQUITY: CAPITAL Legal reserves Optional reserves Transferable reserves (Treasury shares) Unrealised reserves Other reserves Retained earnings MINORITY INTEREST INCOME/LOSS OF THE PERIOD Group share Minority interest share TOTAL 30/06/2015 1 825 - - 11 644 33 598 40 879 10 833 811 33 598 - 40 879 - 535 694 565 509 986 139 (1) From June 30th, 2014, data re-statement to take into account the new retrospective application of IFRIC 21. On June 30th, 2015, the equity capital stood at €154,426,125, composed of 10,295,075 shares at a nominal value of €15 each. FONCIÈRE DE PARIS 42 2-15 MATURITIES OF SWAPS AND CAPS (NOTIONAL OUTSTANDINGS) TOTAL 863 000 Less than 3 m onths - 3 m onths - 1 year 65 000 RATE CAP CONTRACTS 1 520 213 20 000 TOTAL 2 383 213 20 000 (IN THOUSANDS OF EUROS) INTEREST RATE SWAP CONTRACTS 1 to 5 years 303 000 More than 5 years 495 000 371 000 979 213 150 000 436 000 1 282 213 645 000 31/12/2014 30/06/2015 2-16 OFF BALANCE-SHEET ITEMS (IN THOUSANDS OF EUROS) 30/06/2014 COMMITMENTS GIVEN Funding commitments in favour of clients 4 669 4 248 2 151 Guarantee commitments in favour of lending institutions - 20 700 95 922 Commitments to acquire investment properties - - 53 000 COMMITMENTS RECEIVED Funding commitments received from lending institutions 125 899 407 939 566 817 Guarantee commitments received from lending institutions - - - Commitments for the sale of investments properties - 88 226 - These funding commitments in favour of clients correspond to the remaining to-be disbursed on financial leasing contracts that have been signed but for which rental has not yet been received. The commitments to acquire investment properties correspond to signed purchase-agreements. The funding commitments received correspond to the unused part of confirmed credit lines that the Company has. On the date of closure, these confirmed and unused credit lines stood at €566,817k. The sale commitments on investment properties correspond to signed sale-agreements. 2-17 REVENUE AND EXPENSES ON INVESTMENT PROPERTIES (IN THOUSANDS OF EUROS) REVENUE 30/06/2014 (1) 53 184 Rental revenue Net rental income Re-invoiced expenses Other revenue RECOVERIES OF IMPAIRMENT OF ASSETS RECOVERIES ON DOUBTFUL ACCOUNTS 31/12/2014 99 181 30/06/2015 59 333 50 259 98 099 58 492 39 971 12 207 765 79 390 17 358 1 351 45 297 12 587 607 142 99 516 566 555 286 EXPENSES 29 440 49 644 30 851 Expenses on investm ent properties 26 520 49 591 28 748 10 458 285 12 147 3 209 421 21 040 675 17 358 5 492 1 386 11 138 308 12 587 4 666 49 2 922 3 694 2 103 Depreciation and amortisation Expenses on doubtful accounts Re-invoiceable expenses Non re-invoiceable expenses Other expenses PROVISION FOR CONTINGENCIES AND CHARGES PROVISION FOR IMPAIRMENT OF ASSETS (1) From June 30th, 2014, data re-statement to take into account the new retrospective application of IFRIC 21. On June 30th, 2015, the property operating charges include in particular the impact of the application of IFRIC 21 interpretation on non-refundable taxes booked on a full year for an amount of €624k. The application of this interpretation on the statements of June 30th, 2014 results in an additional, non-refundable charge of €668k. HALF-YEAR BUSINESS REPORT • 06 • 2015 43 2-18 REVENUE AND EXPENSES ON FINANCIAL LEASING PROPERTIES (IN THOUSANDS OF EUROS) REVENUE 30/06/2014(1) 26 284 Revenues on financial leasing Ground fees Re-invoiced expenses Other revenues Capital gains on sales RECOVERIES OF IMPAIRMENT OF ASSETS RECOVERIES ON DOUBTFUL ACCOUNTS EXPENSES 31/12/2014 42 929 30/06/2015 20 180 20 443 32 558 16 800 11 054 7 706 742 941 21 352 8 825 1 185 1 196 8 999 7 330 420 50 2 191 3 652 5 428 4 943 2 311 1 069 15 033 20 736 13 862 Expenses on financial leasing 15 023 20 497 12 299 Re-invoiceable expenses Non-re-invoiceable expenses Expenses on doubtful accounts Profit-loss expenses on sales 7 706 591 3 149 1 662 8 825 814 6 404 4 293 7 330 95 1 912 2 332 Other revenues 1 915 161 630 9 239 1 563 PROVISIONS (1) From June 30th, 2014, data re-statement to take into account the new retrospective application of IFRIC 21. On June 30th, 2015, the property operating charges include in particular the impact of the application of IFRIC 21 interpretation on non-refundable taxes booked on a full year for an amount of €10k. The application of this interpretation on the statements of June 30th, 2014 results in an additional, non-refundable charge of €53k. 2-19 OTHER GENERAL OPERATING REVENUES AND EXPENSES 30/06/2014 7 189 31/12/2014 13 311 30/06/2015 14 532 6 314 875 9 087 4 878 625 2 138 698 502 246 4 871 2 637 167 948 699 420 12 545 766 14 368 7 314 625 3 845 1 379 755 450 9 657 5 248 400 2 000 1 068 941 14 266 266 7 971 6 177 610 969 113 101 11 477 5 488 525 3 150 1 339 975 30/06/2014 1 399 31/12/2014 3 043 30/06/2015 796 1 399 3 043 796 - - - FINANCIAL EXPENSES -19 997 -45 089 -18 828 Interest and similar expenses -16 858 -33 404 -17 167 -3 139 - -11 685 - -1 661 - -18 599 -42 047 -18 032 (IN THOUSANDS OF EUROS) Other operating revenue Other hotel operating revenue Other operating revenue Recovery of provisions for contingencies and charges Other operating expenses Payroll expenses Free share grants Other administrative expenses Taxes and similar payments Depreciation of operating capital assets Provisions for contingencies and charges Other operating expenses Other hotel operating expenses Purchases and external charges Taxes and similar payments Payroll expenses Depreciation of operating capital assets Other expenses 2-20 COST OF NET DEBT (IN THOUSANDS OF EUROS) FINANCIAL REVENUE Interest and similar revenue (including cash revenues) Interest and revenue on financial instruments (caps) Interest and expenses on financial instruments (caps) Taxes, commisssions and brokerage fees on sales of securities COST OF NET DEBT FONCIÈRE DE PARIS 44 2-21 DIVIDENDS AND NET REVENUE ON NON-CONSOLIDATED SECURITIES 30/06/2014 5 129 31/12/2014 5 189 30/06/2015 4 712 Provision and recoveries on securities' depreciation - -1 908 2 Net revenue or loss on sale of available-for-sale securities 2 7 839 826 5 131 11 120 5 540 (IN THOUSANDS OF EUROS) Dividends and bonds' interest DIVIDENDS AND NET REVENUES ON SECURITIES 2-22 VARIATION IN THE VALUE OF FINANCIAL INSTRUMENTS (IN THOUSANDS OF EUROS) 30/06/2014 31/12/2014 30/06/2015 VARIATION ENTERED ON INCOME STATEMENT Marketable securities and TIAP - - - Securities held for trading - - - AVAILABLE-FOR-SALE SECURITIES (ACTUAL SALE) Interest rate instruments Caps Swaps VARIATION RECORDED THROUGH SHAREHOLDERS' EQUITY Available-for-sale securities Interest rate instruments Effective part of hedging caps Effective part of hedging swaps - - - -4 936 - -6 138 - 2 424 - 7 611 10 383 1 399 -1 283 5 591 -1 168 30/06/2014 31/12/2014 30/06/2015 1 768 1 763 350 -557 -871 -609 1 211 892 -259 30/06/2014 31/12/2014 30/06/2015 DEFERRED TAX ASSETS Loss carryforward on provisions of treasury shares Fiscal reprocessing on provisions Fiscal reprocessing on swap variation Fiscal reprocessing on cap variation GEI deferred loss Other fiscal reprocessing 2 788 2 252 4 779 37 128 1 658 658 2 308 51 133 800 881 386 252 155 720 874 1 800 978 DEFERRED TAX LIABILITIES Hotel business fair value 1 369 - 1 957 - 8 023 6 500 1 365 4 1 950 7 1 299 224 2-23 TAXATION FOR THE CURRENT FINANCIAL PERIOD (IN THOUSANDS OF EUROS) CORPORATE TAX Corporate tax Other variation in deferred tax TOTAL BREAKDOWN OF DEFERRED TAX ASSETS AND LIABILITIES Fiscal reprocessing on securities Fiscal reprocessing on cap variation HALF-YEAR BUSINESS REPORT • 06 • 2015 45 2-24 SEGMENT REPORTING 31/12/2014 (IN THOUSANDS OF EUROS) 30/06/2015 SEGMENT REVENUES AND EXPENSES TOTA L OPERATING REVENUE Net rental income/sales of services Lo ans to clients (financial Investment leasing) pro perties Ho tel A ctivities Other activities TOTA L Lo ans to clients (financial Investment leasing) pro perties Ho tel A ctivities Other activities 155 421 113 287 42 929 21 352 99 181 79 390 12 545 12 545 766 - 94 044 68 562 20 180 8 999 59 333 45 297 14 266 14 266 266 - 26 183 3 302 8 825 1 185 17 358 1 351 - 766 19 917 1 178 7 330 420 12 587 492 - 266 Recoveries of impairment of assets 5 944 5 428 516 - - 2 866 2 311 555 - - Recoveries of impairment of accounts receivable 5 509 4 943 566 - - 1 471 1 069 402 - - Capital gain on sale 1 196 1 196 - - - 50 50 - - - OPERATING EXPENSES 80 037 20 736 49 645 9 656 - 56 190 13 862 30 851 11 477 - Depreciation, amortisation and provisions 22 347 239 21 040 1 068 - 14 040 1 563 11 138 1 339 - Provisions for doubtful accounts 7 079 6 404 675 - - 2 220 1 912 308 - - Provisions for impairment of assets 3 694 - 3 694 - - 2 103 - 2 103 - - - - - - - - - - - - 26 183 8 825 17 358 - - 19 917 7 330 12 587 - - 6 306 814 5 492 - - 4 761 95 4 666 - - Re-invoiced expenses Other revenue Provisions for contingencies and charges Re-invoiceable expenses Non reinvoiced expenses and purchase of goods Other expenses 10 135 161 1 386 8 588 - 10 817 630 49 10 138 - REVENUE FROM SALE OF LEASING TRANSACTIONS 4 293 4 293 - - - 2 332 2 332 - - - REVENUE FROM SALE OF INVESTMENT PROPERTIES 6 123 - 6 123 - - 22 322 - 22 322 - - DIVIDENDS 5 189 - - - 5 189 4 708 - - - 4 708 NET REVENUE ON NON-CONSOLIDATED SECURITIES 7 839 - - - 7 839 826 - - - 826 88 412 22 193 55 659 2 889 13 794 65 711 6 318 50 804 2 789 5 800 OPERATING INCOME (before financial and general operating expenses) SEGMENT ASSETS AND LIABILITIES 31/12/2014 30/06/2015 SEGMENT ASSETS Financial leasing 1 714 002 425 053 2 559 928 361 099 Investment properties 1 053 484 1 894 139 54 082 208 786 181 383 95 904 1 056 472 877 232 1 479 575 1 223 702 179 149 255 873 Hotel activities Other activities (portfolio-securities) SEGMENT LIABILITIES Financial debts more than one year Financial debts less than one year FONCIÈRE DE PARIS 46 3- OTHER INFORMATION 3-1 WORKFORCE AND REMUNERATION 3-2 REMUNERATION BASED ON SHARES The Group’s workforce (excluding the hotel business) was at 39 persons on June 30th, 2015 (4 directors, 26 executives and 9 employees). The personnel do not have any options to purchase the Company’s shares. In February 2015, 15,730 free shares were granted to personnel (of which 4,500 to corporate officers). The workforce for the hotel activities (which charge is recorded under “expenses in other activities”, see note 4.1) amounts to 249 persons (30 executives, 34 supervisors, 162 employees, 16 trainees and 7 under youth professionalization contracts). A Company’s savings plan (PEE) has been established, together with a voluntary profit-sharing and incentiveplan agreement. The Company has put in place a retirement bonus for the benefit of employees of the parent-company and corporate officers. The provision for retirement benefits stood at €2,900k on June 30th, 2015 4- NON-CONSOLIDATED EQUITY INVESTMENTS (of which €1,449k for corporate officers including social charges), versus €2,976k pro forma on December 31st, 2014 (of which €1,598k for corporate officers). The provision is adjusted each year, according to changes in salaries, under the following conditions: 1 year of salary for employees over 50 years old and with 10 years of seniority, under being proportional to seniority; This provision is entered in a provision for expenses account. There are no covering assets. The amounts allocated to administrative and executive services of the parent-company were of €1,487k over this period (€198k for attendance fees and €1,289k for executives’ compensation). 31/12/2014 30/06/2015 DIRECTORS 2,801 2,497 Short-term benefits 2,128 1,951 Benefits previous to employment 67 44 Long-term benefits - - Share-based payment Number of performance shares 6,100 4,500 607 501 Benefits in kind 9 8 Termination compensation - 1 NON-EXECUTIVE CORPORATE OFFICERS 230 160 Attendance fees 230 160 Valuation of performance shares HALF-YEAR BUSINESS REPORT • 06 • 2015 % direct and indirect holding Last profit/loss financial year ended (€k) Date of closure Fair value (€k) SARL La Villette Food 50.00% 72 31/12/2014 5 The company Villette Food which has a restaurant activity was excluded from consolidated scope, first because the other associate holds 50% and manages entirely the business and secondly because it is not significant in the equity capital (€314k) nor in the profit/loss income (€72k). 6 months of salary for employees under 50 years old and with 10 years of seniority, under being proportional to seniority. REMUNERATION OF THE DIRECTORS ACCORDING TO THE FIVE CATEGORIES OF IAS 24.17 STANDARDS Company 47 5- PRO-FORMA FINANCIAL INFORMATION AS OF JUNE 30TH, 2015 5-1 PRO-FORMA CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30TH, 2015 (IFRS STANDARDS) A pro-forma consolidated financial statement was prepared concerning the first half-year 2015. It integrates Foncière des 6ème et 7ème Arrondissements de Paris Company’s activities since January 1st, 2015. (IN THOUSANDS OF EUROS) ASSETS 30/06/2015 30/06/2015 Pro forma 94 044 106 550 59 333 45 297 12 587 492 555 286 115 20 180 8 999 7 330 2 311 1 069 50 420 14 532 14 266 266 64 162 68 949 53 612 13 722 495 555 286 279 20 180 8 999 7 330 2 311 1 069 50 420 17 441 17 155 266 71 221 30 851 12 587 4 666 11 138 2 103 308 49 13 862 7 330 95 1 563 1 912 2 332 630 11 477 10 138 1 339 7 975 6 177 613 969 113 103 29 882 22 322 52 204 -1 516 -18 032 5 540 2 424 40 620 259 40 879 34 095 13 722 4 953 12 978 2 103 308 31 13 862 7 330 95 1 563 1 912 2 332 630 14 005 12 173 1 832 9 260 7 110 770 993 168 220 35 328 22 322 57 650 -1 516 -20 962 5 611 2 424 43 207 259 43 466 including minority interest share GROUP SHARE Earnings per share 40 879 4,94 € 4,30 € Diluted earnings per share 4,76 € 4,20 € OPERATNG REVENUE Revenue from rental activity Rents Re-invoiced expenses Other revenues and transferred expenses Recoveries of impairments of assets Recoveries of doubtful accounts Recoveries for provisions for contingencies and charges Revenue from credit-leasing Fees, taxes and other revenues Re-invoiced charges Recoveries of provisions and depreciaiton Recoveries of provisions for doubtful accounts Capital gain on sales Other revenue Other operating revenues Hotel operating revenue Other revenue Other recoveries of provisions for contingencies and charges OPERATING EXPENSES Expenses on rental activity Re-invoiceable expenses Non re-invoiceable expenses Depreciation Depreciation for asset provisions Provisions for contingencies and charges Expenses on doubtful accounts Other expenses Operating expenses on financial leasing Re-invoiceable expenses Non re-invoiceable expenses Provisions for assets Expenses on doubtful accounts Gain/loss on sales Other expenses Other operating expenses Other hotel operating expenses Depreciation and amortisaiton for the hotel business Other provisions for contingencies and charges General operating expenses Payroll expenses Other administrative expenses Taxes and similar payments Depreciaiton, amortisation and provisions Other Operating expenses Operating profit Income form sale of investment properties Operating profit after sale of investm ent properties PROFIT/LOSS OF EQUITY AFFILIATES Net debt cost Dividends and net revenue on securities Change in value of derivatives Impact fo discounts Changes in goodw ill value PRE-TAX PROFIT Taxes (including deferred tax) NET PROFIT FONCIÈRE DE PARIS 48 REPORT OF THE STATUTORY AUDITORS ON HALF-YEAR CONSOLIDATED FINANCIAL STATEMENTS To Shareholders, In execution of the assignment that was entrusted to us by the General Meeting of Shareholders and according the article L.451-1-2 III of Monetary and Financial Code, we reviewed: The condensed interim consolidated statements of Foncière de Paris Company, covering the period from January 1st, 2015 to June 30th, 2015, as detailed in the attached review; Verification of the provided information related to the half-year business report. The condensed consolidated half-year financial statements were established by the Board of Directors. Our responsibility is to express a conclusion on the financial statements, based on our limited review. 1. CONCLUSION OF THE FINANCIAL STATEMENTS We conducted our audit in accordance with the professional standards applicable in France. A limited audit consists mainly in obtaining information from the members of the Board of Directors concerned by the accounting and financial aspects and applying analytical procedures. This work is less extended than those required for in an audit carried out in the frame of corporate annual appraisals applicable in France. Consequently, the assurance that the statements taken as a whole do not comprise any significant misstatements is lesser than those identified in a full audit. On the basis of our limited analysis, we have not identified any significant misstatement which would cast doubt on the compliance of the condensed interim financial statements with IAS 34-IFRS standards as set in the European Union concerning interim financial information. 2. SPECIFIC VERIFICATION We have also carried out a specific verification on the information given in the interim management report commenting the condensed half-year consolidated financial statements that we reviewed. We have no comment to make about its fairness and consistency with the half-year condensed consolidated accounts. Executed in Courbevoie and Paris on July 30th, 2015 The Statutory Auditors MAZARS SAINT HONORE SEREG Odile COULAUD Denis VAN STRIEN HALF-YEAR BUSINESS REPORT • 06 • 2015 RESPONSIBLE PERSON PERSON RESPONSIBLE FOR THE HALF-YEAR FINANCIAL REPORT François THOMAZEAU-Chairman of the Board of Directors. STATEMENT OF THE PERSON RESPONSIBLE FOR THE HALF-YEAR FINANCIAL REPORT “To my knowledge, I certify that the complete and final accounts for the past half-year are settled in compliance with the accounting standards and reflect the portfolio, the financial state, the company’s achievement as well as the companies in its scope. I attest that the interim report, noted in chart page 10, is a fair review of the import events occurred during the first six months of business and concerning their impact on the financial statements, the transactions between related parties as well as the main risks and principle uncertainties for the six months to come” François THOMAZEAU July 30th, 2015 FONCIÈRE DE PARIS 50 The document was edited by Foncière de Paris. Layout: GIP COMMUNICATION Photo credits: Sacha Lenormand; David Grimbert; Stephan Lucas. Printed on paper certified by the Forest Stewardship Council, which guarantees that the pulp comes from sustainable, responsibly managed forests. Foncière de Paris SIIC : 41/43, rue Saint-Dominique • 75007 Paris • France Phone: + 33 (0)1 53 70 77 77 • Fax: + 33 (0)1 53 70 77 78 www.fonciere-de-paris.fr The company is listed on Euronext Paris • ISIN code: FR0000034431 • Ticker: FDPA